The Dragon Queen
by Skylar-Lynn-Zeitler
Summary: Fairy Tail discovers a deep secret about both Dragon Slayers and the Magic Council. Now Natsu is on the run and every member of Fairy Tail is under arrest and pending punishment. With Lucy to be the example of whats coming, Natsu is given the choice of saving her life, but to what extent will he go? Can he save both Fairy Tail and the girl he loves? Find out!
1. Meet Fairy Tail

_I do not own__**Fairy Tail**__. __That would be__**Hiro Mashima**__.  
The __only thing__ that __**I own**__ is the __**story line**__._

* * *

In a land far far away lies the Kingdom of Fiore, a small peaceful nation of seventeen million and a place filled with magic. Found in every home, bought and sold in every market place. For most magic is merely a tool, a mundane part of everyday life. For some however, magic is an art and they've devoted their lives to its practice, these are the wizards. Banded together into magical guilds they plan their skills in search of fame and fortune. Many such guilds dot the landscape of Fiore, but there is a certain guild in a certain town that soars high above the rest. One from which countless legends have been born, a guild that will no doubt continue to create legends well into the future. Its name is… Fairy Tail!

* * *

"Damn it!"

Finally she stopped struggling against the restraints. They'd already began to cut deep into her wrists.

"We have it captured, the child of that fire dragon."

"Good thing we got it restrained before the drugs wore off, Salamander can get pretty vicious."

"Huh, I always thought that Salamander was a man, whatever."

She chuckled quietly, catching the two with her off guard.

"And what's so funny?"

"You really think these damn chains can restrain the great Salamander?" she wondered amusedly.

Pulling down hard with one arm she ripped the base straight from the wall.

"We have one breaking free, guards to sector seven now!"

"You can't keep me caged up," she laughed, "Fire Dragon Roar!"

Flames engulfed the entire room, burning both men to a crisp.

"Who… who are you?!"

Smirking, she continued for the door, "Not Salamander."

"Then take this!"

She spun around in time to narrowly avoid the sudden wave of shuriken that headed straight for her.

"She's fast!"

"What exactly is this chick?!"

"You're worst nightmare," she growled, picking each up by the collars of their shirts, "Now you're both going to explain to me what this place is or I'll kill you. Does that sound good?"

* * *

"Ah, Skylar, I wasn't aware that you had made it back," said the extraordinarily short man beside herself.

"Sorry Master, I just wanted a drink before I came to explain my absence."

He hopped up onto the bar beside her, watching the other members rumble with one another and laughed amongst one another.

"So I take it the job was not completed?"

She snorted into the glass and handed him a flyer that was lying before her.

"Oh, I completed it, but it just took longer than I'd originally intended it too. What's bothering me is what I discovered there…" she answered darkly, "They told me everything."

"What was it that they told you?"

"WE MADE IT BACK ALIVE!"

"We're home!" cheered his cat companion.

"Glad you're back!"

"It's great to see you!"

"Welcome home, Natsu!"

"So I heard you went all out Natsu, had to go starting troub-"

"You lied about that wizard! I'm gonna kick your ass!" Natsu shouted angrily.

"Don't get mad at me, I'm not the one to blame here! I'm just passing along a rumor I heard!" Kev shot back.

"It was just a rumor?!" Natsu exclaimed.

"You wanna fight?"

"Let's go!" Natsu answered excitedly, popping his knuckles.

"Now now Natsu, I think you need to calm dooow-!"

Skylar easily caught the cat and set him down on the bar between herself and the Master. With the fight on, many other guild members jumped in on the action or started up their own.

"So, Natsu finally made it back, huh?!"

This is Gray Fullbuster, a very talented wizard, but he tends to… well… he has a bad habit of taking off his clothes.

"It's time to settle things once and for all!" Gray declared, marching over to join the fight in just his boxers.

"Gray your clothes?"

"I don't have time for that!"

This lovely lady is Cana Alberona, she holds the title for Fairy Tail's heaviest drinker.

"You see I don't date the men here because they have no class," explained Cana before picking up her barrel and chugging.

"Come here and fight me, Natsu," shouted Gray as he kicked aside another member.

"Not until you put some clothes on!" Natsu called back, punching Kev across the guild hall for a second time.

"It's already noon and you boys are whining like spoiled babies."

This brute of a man in Elfman Straus, a muscle bound wizard who believes that all you need to solve any problem are two strong fists.

"I'm a real man! You want me to prove it to you?"

Before Elfman could say any more both Natsu and Gray slammed their fists into him, sending Elfman across the room.

"Geez… it's so noisy around here, huh?"

This is the lady killer Loki. Ranked high on the most eligible wizards bachelors list.

"I'm gonna go fight," Loki said while untangling himself from the two ladies he was previously sitting with, "Only to protect you two."

"Good luck, Loki!" they called in unison.

"Yo Mira, could I get two fish please?" Skylar asked to the woman behind the bar, remaining out of the fight.

"Oh hello Happy," she smiled, sliding the fish from infront of Skylar to the blue cat, "I guess these are for you?"

This is Mirajane Straus, a beautiful wizard who's known for her bikini clad photo spread in Sorcerer Weekly Magazine. She is also the elder sister to Elfman and an employee of Fairy Tail.

"Damn it gets so loud sometimes…"

"It's always like this around here," Mirajane laughed, "Let's just leave them alone. Bedside's its kind of fun don't you think?"

Gray's back suddenly slammed hard into the bar, knocking an unfinished glass of wine onto a very startled Happy. Natsu laughed obnoxiously as Happy picked Gray up with his tail and then dropped him to the ground.

"You made me all sticky!" cried Happy while Mirajane helped wipe him clean.

"Gah… it's so loud… so much for having a drink to relax," Cana began while setting down her barrel and picking up a card, "That's enough you guys, I suggest that you knock it off."

"Oh yeah, says who?" Gray asked, taking a fighting stance.

"You punks can be such a nuisance," Loki muttered.

"I'm ready for ya!" Natsu agreed, fire on his fists.

Two gigantic feet suddenly slammed into the ground causing everyone to freeze exactly what they were doing.

"Would you fools stop bickering like children!" he roared angrily.

"I'm sorry, I didn't know you were still here Master Makarov," Mirajane apologized sweetly.

"Hahahah! Man talk about a bunch of babies! Looks like I won this round you g-!"

Master Makarov squashed Natsu like a mere fly before shrinking down to his normal size. Jumping up onto the second floor railing, he loudly cleared his throat.

"You've gone and done it again you bunch of clods! Just take a look at how much paper work the Magic Council sent me this time. This is the biggest pile of complaints yet! Have you lost your minds?! All you kids are good for is getting the higher ups mad at me!" he growled before taking a deep breath, "However, I say to hell with the Magic Council. Now listen up! Any power that surpasses reason still comes from reason, right? Magic isn't some kind of miraculous power. It is a talent that only works when the flower of energy inside of us and the flow of energy in the natural world are in perfect synchronization. To perform magic one must have a strong mind and the ability to focus. It should take over your being and come pouring out of your soul! If all we do is worry about following rules then out magic will never progress. Don't let those blowhards on the council scare you, follow the path you believe in! Cause that's what makes the Fairy Tail guild number one!"

* * *

"So the rumors were true, you are back."

"Well hello to you too… Erza."

The armor clad wizard sat down beside Skylar.

"It's quite rare for you to stick around the guild this long, so what's up?"

"There doesn't always have to be some underlying secret to me hanging around, I am a member of Fairy Tail after…" she said, smirking into her glass.

"You cannot hide things from me, Skylar, what is truly going on."

She set the glass down and spun around, leaning on the bar.

"And where and how did you get these bruises?"

"It was on my last job that I took, it was a complete trap for whoever took it."

"A trap?"

"Yeah, for Natsu… it wasn't an S-Class job but I took it anyway and I'm really glad I did. This place… I don't even know where to begin."

The two sat there in silence, Erza trying to soak in what she was just told.

"But why would they-"

"I don't know, but Master Makarov does not want Natsu to be told any of this, meaning this stays between us."

Erza nodded in understanding.

"I'll be at home if you need me…"

Erza watched silently as her longest friend limped out of the guild hall.

"Skylar! Where do you think you're going?!"

She continued on, ignoring Natsu.

"Hey! I'm talking to you! Fight me, Skylar! Come on, you afraid to lose?"

The hall went completely silent when she dropped her bag before turning around to face the younger guild member.

"Alright, give it your best shot."

Without another word he charged forward, fist ablaze. She easily dodged his fist and kneed him in the abdomen, knocking the wind out of him.

"Guess you still can't beat me, see you later, Natsu," she called over her shoulder, smiling.

* * *

"Hello…?"

The young blonde looked around the entire apartment only to find the only thing out of place was the small package sitting on her bed. Despite the uneasy feeling, she opened up the box and gasped in shock.

"This is…"

Lifting up the note with the gold key her eyes widened in surprise.

_Dear Lucy,_

_ Along my travels back to Magnolia I came across a man named Everlue. He mistook me for you and handed over this key in fear and as an apology. I hope you and your new friend get along very well, you'll have to show me which spirit that key is for too._

_ Much Love,  
__Skylar Lynn  
_

"I can't believe she just gave it to me like that," she whispered to herself, "But I'm glad she made it back safely."

* * *

"So it's started then," Master Makarov said sadly, "They're going to try and use Dragon Slayers as a weapon."

Skylar nodded, crossing her arms in unspoken defiance.

"I won't just stand idly by and let them do this Master, I just can't."

"Yes, I completely agree with you."


	2. Seigrain

_I do not own__**Fairy Tail**__. __That would be__**Hiro Mashima**__.  
The __only thing__ that __**I own**__ is the __**story line**__._

* * *

"The Eisenwald Guild may have been defeated, but that is only one small victory in a much larger battle."

"The number of dark guilds have been growing, at quite an alarming rate."

"We have to come up with a plan to eliminate them all."

"But how would we do that?"

"However it's done, we cannot allow Zeref's magic to fall into the wrong hands again."

"I don't understand how Eisenwald was able to obtain a tool of forbidden magic in the first place."

"I hate to say it but the blame may extend all the way to the highest levels."

"Whatever the case, although their usually just a thorn in our side, it seems Fairy Tail proved to be quite useful."

"They took down an entire guild with a handful of wizards, that is quite a feat."

"You may not want to except it, but it's the reality of the situation. In the end the attack on the guild masters was prevented, lives were spared and none of us had to give up our hard earned positions on this council to save face."

"You fool! Are you somehow insinuating the council is too blame?"

"Enough of this nonsense, Seigrain! Fairy Tails good deeds are overshadowed by their reckless destruction!"

"Then why don't we take the opportunity to discuss this with them?" questioned Seigrain.

* * *

_ … Eisenwalds failed attempt to attack the guild masters with Lullaby ended up being big news, it made all the papers and it seemed like everybody was talking about it! Before joining Fairy Tail I never would have imagined being apart of such a big event. It feels awesome, but I'm not going to let it go to my head. It still makes my heart skip a beat when I think about everything we went through. I heard that the authorities caught most of the Eisenwald members who were involved, they even got ahold of Kageyama so that's reassuring at least. The scary thing is, they still haven't been able to track down Erigor, I'm worried he might show up at Fairy Tail looking or revenge! But I'll be okay, I'm with the guilds strongest team! Erza, Gray, and Natsu have my back no matter what; not to mention Happy. Fairy Tail is awesome and my fellow members are really great people, so don't worry Mom, I'm doing fine.  
__P.S. Please don't tell Dad any of this, 'kay?  
_

"Maybe I'll do a little shopping later today. Saving the world from evil is cool and all, but sometimes it's nice just to relax at home!"

"Man, 70,000 jewel a month is dirt cheap for a place like this, totally scored Lucy."

"INTRUDER ALERT!" she shrieked, kicking Gray hard, "No stripping in my house buddy!"

"HEY! Give me a minute to explain would ya!"

"I was in my boxers when I got here…"

"Get out," she growled, pointing towards the door.

"So you forgot about today, huh. I figured you wouldn't remember so I came by to remind you."

"About what?"

"Well, let me try and jog your memory. Remember when Natsu challenged Erza at the train station? They're about to fight there rematch."

"What?!"

In a flash both Gray and Lucy stood in front of the guild hall where already a crowd had formed to watch the two Fairy Tail wizards fight.

"No way! They're really going through with it?!"

"Oh hey Lucy," Mirajane greeted.

"Well if those two value their manhood then they better go through with it," Elfman commented.

"Erza's not a man," Mirajane corrected, looking back to her brother.

"But you gotta admit she's manly," Macao added.

"Aren't you worried this fight could tear our strongest team apart?" Lucy asked.

"What're you talking about?" asked a confused Gray, "Our strongest team?"

"You, Natsu, and Erza! The three strongest wizards in the guild!"

"We are? Yeah, right," laughed Gray, "What idiot fed you that line?"

Mirajane began crying.

"Oh, you're not an idiot Mira!" Gray said guiltily, as Skylar came over to join them.

"Smooth move," muttered Skylar and Lucy in unison.

"I'll hand it to Natsu and Gray, they're tough little dudes but neither of them are even close to being the strongest. There are guys in Fairy Tail who are stronger than both of them combined, like this guy!" Elfman finished with pointing to himself cockily.

"But calling Erza the strongest _**woman**_ in the guild is a pretty safe bet," Levy said, joining their conversation.

"As far as the guys it's a tough call, but I'd put my money on Laxus or Mystogan," Jet added.

"All I meant was the three of them work well together," Mirajane said between tears, "And they have the best team chemistry in all of Fairy Tail."

"Okay and this is coming from the same person who sent me on a mission to keep Natsu and Gray from killing each other when Erza wasn't around?" Lucy asked clearly shocked.

"I gotta say, I'm pretty psyched to see how this fight turns out," Elfman said.

"Oh yeah? I'm sure she'll end up mopping the floor with him," Gray added.

"My money's on Natsu, somebody's gotta go for the under-dragon," Skylar smiled, putting her arm around Lucy and Mirajane.

"It's been quite a while since we squared off like this, hasn't it Natsu?"

"I was just a little kid back then, today's gonna be different. 'Cause I'm takin' you down Erza!"

"Well I'm not going to go easy on you, in fact," Erza's entire body began to glow, "I have the perfect armor for this occasion."

"That's Flame Empress Armor," Macao informed everyone, "Good choice against fire magic."

"So now Natsu's flames will only be half as effective," Laki added.

"Come on Erza, at least give the kid a fighting chance," Wakaba suggested.

Lucy looked over to see Cana taking bets and Happy standing before her.

"Hhmmmmm…. Put me down for Erza in the first round!"

"You're betting against your own best friend?!" Lucy exclaimed, "Why're you guys picking sides? I don't want either of them to lose!"

"Get into the spirit Lucy," Gray replied boredly.

"Wow! Flame Empress Armor, huh? Good news for me," Natsu said, fists blazing, "That means I can turn the heat up as hot as I want!"

Master Makarov suddenly appeared and held up his hand.

"Round one: Start!"

They were fast, much faster than Lucy had every predicted, though Skylar quickly pulled the two girls back to avoid the flames.

"Woh!"

"See it's a good fight," Elfman complemented.

"This fight sucks," Gray said with a yawn.

"These a pretty tasty, yeah," Skylar muttered, eating the remaining flames.

"You eat flames?!" Lucy said clearly shocked.

"Of course she does, Skylar is a Fire Dragon Slayer like Natsu," Mirajane smiled.

The sound of a gong caused both everyone to fall silent and the fight to cease.

"This fight is over!" cried a toad woman, "May I have your attention please! I have come here on behalf of the magic council!"

Skylar tensed, moving away from the group to stand between Natsu and Erza.

"No way!" Levy said.

"Seriously?!" Jet agreed.

"Why would the council send her here?" Droy wondered, saying what his teammates were thinking.

"Am I the only one who noticed she's a frog?!" Lucy asked, only to be quickly silenced by Mirajane.

"As a result of the Eisenwald incident, a member of your guild has been charged with eleven counts of criminal property damage. Erza Scarlett you are under arrest!"

"Huh? You're putting her under a- what?!"

"WHAT?!" Skylar growled, just as outraged as Natsu.

* * *

Fairy Tail's guild hall was completely silent. It had taken Master Makarov and four other members to keep Skylar and Natsu from charging after Erza and the Councils army. It had taken three different types of Sleep Magic to sedate Skylar and Natsu had literally been turned into an tiny dragon.

"This isn't fair you guys! Let me outta here already!"

"Natsu try to calm down!" Mirajane reprimanded.

"Let me out! Pretty, pretty please!"

"You'll go on a rampage!"

"I'll be good I swear! Now please just turn me back to the way I was before!"

"The second we turn you back you'll wake up Skylar and run off to save Erza!" Mirajane argued, lowering herself to the small ice cage that fire wizard.

"Gimmie a break, I couldn't care less what happens to her!"

"Even if you wanted to help her it's not like we can face off the council," Gray said.

"But don't those jerks on the council realize she did what she had to do to save the lives of the guild masters from those bad guys and their evil death flute?" Natsu growled, unable to melt Gray's ice.

"If the Magic Council says you're guilty then you're guilty, end of story. They don't care what we have to say," Gray continued.

"I just don't get it, we've destroyed plenty of stuff in the past and they never made a big deal out of it," Elfman sighed.

"I know, it doesn't make any sense," Laki agreed.

"It's like there's some other reason for this…" Lucy said, glancing over to the table where Skylar was chained down and unconscious.

* * *

This building houses the Fiore branch of the Magic Council, as we speak Erza Scarlett is being lead down these halls, drawing closer to the trial that awaits her.

"Seigrain!"

"It's been quite a while Erza… please relax. I am only here in spirit. I'm sending this projection from Era. In fact, all the wrinkled faces in that court room are projections as well."

"How convenient for you…" Seigrain and Erza looked over to the window where Skylar stood, admiring the view, "You didn't think I would allow my friend to go through trial alone, did you?"

Erza eyed her fellow guild mate, relieved that she stood at her side. She also noticed the slightest signs of displeasure in Seigrain's features.

"We didn't think it was necessary to be here for such a trivial matter," he continued, ignoring Skylar's question.

"I see, so you're the one who's behind this farce? You make me sick," growled Erza.

"Let's be civil, I've always been a staunch defender of Fairy Tail. But the elders are worried the blame for Clovers destruction will fall into their laps and the only way to avoid that is to place the blame on someone else entirely."

"So she's their scapegoat?" Skylar questioned darkly, glaring at the blue haired man.

"Enough!"

"Just a friendly warning, in fact, it's another matter altogether that I wish to discuss with you…." Skylar tensed as he gently placed a hand alongside her jawline, "Don't you dare let a word slip about you know what, for both of our sakes."

He backed away and headed towards the large doors at the end of the hallway, leaving the two girls completely speechless.

"I must join my colleges on the council, I'll see you shortly on the other side," he said before disappearing.

"Oh wow, you know some very important people!" said the surprised toad woman from earlier whom was escorting Erza to her trial.

"He's pure evil," Erza muttered, making Skylar smirk.

"That's putting it mildly, I'm gonna stick around," she said with a wink.

* * *

"This court room will now come to order! Before us is the defendant Erza Scarlett, please take the stand Miss Scarlett."

* * *

"This is wrong!" Lucy suddenly exclaimed, getting to her feet, "We should be there to testify!"

"But Lucy…"

"We're not going to court," Master Makarov said sternly.

"Why not Master? We all know she's innocent! We can't just sit here and let them lock her away!"

"Even if we left this very second there's no way we would make it there in time."

"But-"

"I've been stuck in this stupid cage all day you guys! It's getting hard to breathe; you gotta let me out of here!" Natsu cried out.

"You sure you want out?" Master Makarov asked, looking over to him from the corner of his eye.

"Hmm…"

"What's the matter? It seems you've lost the fire in your belly," observed the Master.

Gray pulled Lucy back from Natsu and the Master just as he released the spell, but instead of Natsu falling to the ground it was Macao.

"It's Macao!" Levy exclaimed.

"That was you?!" chorused the guild members.

"No wonder he didn't melt though my ice," Gray muttered quietly to Lucy, surprising her slightly.

"Yeah, sorry guys, but I owed Natsu a favor. I turned myself into a Salamander so that everybody would think that I was him."

"Do you know where he went?" Lucy asked.

"He went after Erza didn't he?" Gray inquired.

"Yeah, afraid so."

"You gotta be kidding me!" Elfman shouted, "That idiot will probably try to fight the whole council!"

"Would everyone just calm down, we've no choice but to wait and see what happens," Master Makarov said darkly, looking over to Skylar, "Besides _**she**_ already projected herself there for the trial."

"WHAT?!"

* * *

"Erza Scarlett you stand before the Council to answer to charges stemming from the incident involving the dark guild Eisenwald. These charges include extensive damange to Oshibana Station, the collapse of the Ushigagourge Railway Bridge, and the complete destruction of the Clover Meeting Hall. There are eleven property damage charges against you. According to eye witness reports the perpetrator is described as a heavily armored female wizard-"

Erza ducked away from some of the flying debris caused by the completely unexpected explosion.

"What is this?!"

"I'm the crazy lady in armor you old timers have been looking for! If you've got a problem with the way me and my guild do things you can fight me! I am the all powerful Erza! You thought I was destructive before but you ain't seen nothin' yet! Aaahh! Do you really think the stuff I destroyed is more important than the Guild Masters lives? Well?!"

The Magic Council sighed, some completely enraged and others thoroughly amused.

"Take them away…"

"I'm truly sorry for this your honor," Erza said, bowing apologetically.

"What're you doing Erza?! Don't apologize to these Council jerks! Oops, I mean, I am Erza!"

* * *

Erza sat there in the cell with the projection of Skylar and Natsu. Skylar sat in the corner trying to not laugh at the situation, having seen the entire scene Natsu caused earlier.

"Words can't express how angry I am with you!" she growled, "That trial was just a formality!"

"Seriously?"

"It's a glorified spectacle. The council is using me as an example to remind everyone that if you break the law you'll be punished. It helps them maintain order in the Magical World."

"Wait a minute, so this is all for show?!"

"They probably would have found me guilty, then sent me home with just a slap on the wrist!"

At this point Skylar was rolling on the floor laughing.

"BUT THANKS TO YOU I'M STUCK IN A JAIL CELL!"

"Aaahh!"

"I can't believe you…"

"I'm sorry," Natsu said, feeling very put out now.

"It's okay, you meant well," she said before slamming his face into the bars, "Now we're even I guess."

"Glad to see you've stopped fighting, I'll be around," Skylar said with a wink.

"How come she gets to leave," grumbled Natsu.

"Because she didn't break into the trial, she watched like a civilized spectator!"

* * *

"I see, a Fairy Tail wizard came to her aid. Natsu Dragneel…"

"I had a feeling I could find you here."

Seigrain turned to find Skylar standing behind him.

"Well if it isn't Miss Skylar," he greeted, "What brings you to my side?"

Her dark brown eyes looked him up and down.

"What are you playing at, what is really going on?"

"So I take it you were the one in my office earlier," he inferred.

"Tell me, tell me everything."

He smiled.

"Maybe another time, I hope to see you again soon, maybe on the Tower of Heaven."

* * *

"Who would of thought fresh air could smell so sweet? I'm gonna breathe it in all day! It's the sweet smell of freedom!" cheered Natsu, running around the guild hall like a mad man.

"Shut up," an annoyed Jet grumbled.

"I'll never take it for granted again!"

"Put a sock in it man," Droy added, as annoyed as Jet.

"Isn't he just precious when he gets all excited," Mirajane gleefully stated.

Skylar smirked into her glass at the bar, only half listening to her guild mates.

"I can't believe that arrest and trial were just for show," Lucy said tiredly, slumpt over next to Gray, "All that worrying for nothing."

"So she wasn't a sacrificial lamb, but a scapegoat," Gray concluded, clapping his hands together.

"You must be one hell of an ice wizard cause even your jokes leave me cold," Elfman muttered before turning his attention back to frantic fire wizard, "Hey Natsu, you gonna finish going man to man with Erza?"

Natsu stopped dead in his tracks.

"Oh yeah, I forgot about that. So what do you say, wanna pick up where we left off?"

"I'm not in the mood right now," Erza stated flatly, gaining Skylar's attention.

"I'm not letting you off the hook that easy!"

"I swear…" Erza said, slamming her fist hard into Natsu's abdomen, "How's that? Are you satisfied?"

"And he's out!" Happy called out, jumping into the air.

Both Gray and Elfman burst out laughing while Lucy sat there completely speechless.

"Way to go, champ," Gray commented.

"Guess we know who the real man is," added Elfman.

Skylar smiled and reached over the counter for the bottle while Mirajane giggled with amusement.

"Hhmm…"

"Sir, is something wrong?" Mirajane wondered, looking over to Master Makarov who sat atop the bar like always.

"I'm fine, just sleepy," he said, "He's coming."

Skylar looked over to Master Makarov just in time to see Mirajane collapse on the floor unconscious.

"Not again," groaned Gray, also falling unconscious, his hand falling atop Lucy's.

Skylar and Master Makarov watched in silence as everyone around fell asleep where they sat, some falling to the floor from their seats.

"Mystogan…"

Skylar watched him from the corner of her eye as he took numerous job requests from the board, before going to stand before the Master.

"I shall return."

"No wait, lift your sleeping spell before you leave," instructed the Master.

"5…"

He began walking away, heading for the door.

"4…"

His fingers grazed across Lucy's arm, making both Gray and Natsu tense subconsciously.

"3…"

He waved back over his shoulder to Skylar.

"2… 1…"

Mystogan disappeared into the bright sunlight just as everyone began to stir, waking up.

"Ah man, was Mystogan here?" Jet asked.

"What a jerk," Droy complained.

"Does he have to put us to sleep every time he comes here?" Levy asked, rubbing her eyes.

"Who's this Mystogan guy?" Lucy asked with a yawn, noticing Natsu still completely asleep.

"For one, he's a contender for Fairy Tail's strongest wizard," Elfman informed her.

"Really?"

"Yeah and for some reason he doesn't want anyone to see what he looks like," Gray added, the two still unaware of their hands touching, "So whenever he comes here to take a job he casts a sleeping spell."

"That's kinda creepy," Lucy admitted, making Skylar laugh.

"Master Makarov's the only one who's gotten a good look at his face," Gray added.

"That's not true, I've seen him before."

"Laxus!" Elfman said shocked.

"Talk about rare," Macao said.

"Yeah, you're never here," Wakaba added.

"And here's another contender," Gray said, resting his head in his hand.

"Mystogan's just a little shy, you should all respect his privacy," Laxus teased, wearing his cocky grin.

Finally awake, Natsu jumped to his feet, fists ablaze yet again.

"Alright Laxus, you and me, right now!"

"Getting your ass kicked once today wasn't enough?" Gray questioned, almost sounding concerned.

"Yeah pal," agreed Laxus, "If you can't even win against the red-head, why bother with me?"

"What're you trying to say?" Erza asked angrily.

"No need to get all worked up, Erza," Gray nervously said.

"I'm saying tht I'm the strongest wizard."

"Then come down and prove it!" Natsu spat.

"You come to me little man," taunted Laxus.

"With pleasure!"

Master Makarov slammed his enlarged fist on to-p of Natsu, stopping him in his tracks.

"You're not allowed on the second floor, Natsu, at least not yet," said Master Makarov firmly.

"Heh, think you made him grumpy," teased Laxus.

"Shut up!"

"That's enough out of you, Laxus!" scolded Master Makarov.

"The most powerful wizard in the guild isn't a chick or some hooded werid-o. You wanna know what the strongest wizard in Fairy Tail looks like, you're looking right at them!"

"Yes they are!"

Everyone froze as Skylar slammed her fist hard into his face, sending him sliding backwards.

"Well, well, well, if it isn't Skylar Lynn," Laxus said, rubbing his cheek, "Lucky shot, princess."

Skylar snarled softly, the flames on her hands growing larger.

"Have I agitated you, your majesty?"

They starred one another down, their expressions completely unreadable. The tension in the air grew almost unbearable, even Natsu didn't dare to comment.

"Come at me, take me down then," Skylar finally said.

"As you wish."

In such small confinements they only used hand-to-hand combat and from the looks of it, Skylar seemed to be winning. With a single kick to his chest, Laxus slid away from her yet again.

"You may be the Masters grandson but you will never take his place."

Enraged, Laxus began to inhale deeply.

"Skylar no!"

"Lightning Dragon Roar!"

Lucy never made it more than five feet as the bright light blinded everyone in the guild.

"Really? That's all you got?"

Slowly the flames were devoured and Skylar stood there completely unscathed, licking her lips hungrily. Laxus quickly wiped his shocked expression off his face.

"SKYLAR! LAXUS! THAT'S ENOUGH!" Master Makarov shouted angrily, "If you continue you'll completely destroy the Guild Hall."

Frustrated Laxus glared down at his Grandfather before backing away from Skylar. His expression looked conflicted as he disappeared somewhere atop the second floor.

"Are you okay?" Lucy asked as Skylar walked down the stairs, "You're lip is bleeding."

"Mira, put this on my tab," Skylar said while grabbing her bottle of Jack from the bar, "I'm fine Lucy."

"You don't look fine," she countered, crossing her arms.

Sighing, Skylar put her arm around the younger blonde and smiled.

"Trust me, I'm fine."

* * *

"Hey Mirajane, let me ask you something. What was the Master talking about earlier, why can't we go to the second floor?" Lucy asked, setting her celestial spirit Plue on the bar beside her.

"That area is reserved for advanced members of the guild, like Skylar and Erza. The jobs listed on the request board up there make the ones listed down here like childs play in comparison. They're called S-Class quests," Mirajane explained.

"S-Class?"

"They're jobs so dangerous that one wrong move could be your last, but with that risk comes a higher reward. Master Makarov hand-picks the wizards he thinks are capable of handling these jobs. There are only sic people in the entire guild who are considered S-Class. That includes Laxus, Skylar, Mystogan, and Erza," Mirajane smiled, "I wouldn't worry about it if I were you Lucy. In my opinion, there's no amount of money that's worth risking your life over."

"Yeah, no kidding," agreed Lucy with a laugh.

* * *

Skylar turned off the stove and finished getting the tea ready, pouring it into the two cups she had set at the table.

"Skip the formalities," he said gruffily, "You know I'm not here for tea."

"Then why?"

He slid a thick folder across the table to her, those deep cerulean blue eyes locked on her unreadable brown ones.

"That's what you wanted right?"

"I suppose you want your reward then, that's why you're here?"

"Quit playing with me, Skye!"

The cup fell from her hands with a small crash as he held her face, crushing her lips beneath his.

"I didn't do the job for money or a reward! I did it for you, Skye!"

Tears slipped down her cheeks as she met his gaze.

"I also came to say goodbye, I've taken another job and won't return for a very long time."

Words eluded her, but she pulled him down by the collar of his button up shirt. Pressing her lips to his one last time before he disappeared into the darkness of the night.

"It shouldn't have to be like this…"


	3. Chapter 3

_I do not own__**Fairy Tail**__. __That would be__**Hiro Mashima**__.  
The __only thing__ that __**I own**__ is the __**story line**__._

* * *

"What are you reading?"

Skylar subtly closed the large folder and met Erza's gaze evenly.

"I see, well I came to say goodbye."

"Going on another job?" Skylar asked, resting her head in her hands as Erza sat down beside her.

"Yes, Lucy picked out this one. She's really excited," Erza informed her with a smile, "I think it's nice that Natsu let's her choose them as well."

"Yeah, he's a real keeper. Say, could you do me a favor?"

Erza frowned slightly, unsure of where Skylar could be going with this.

"Could you make sure that nothing happens to Lucy?"

"Nothing will happen to her, she's perfectly safe with Natsu, Gray, and I."

"Thanks, Erza, good luck on your job."

* * *

Found west of Magnolia is Fort Term, where an unsavory bunch of bandits have made their hideout.

"Mooo!"

"Ugh!"

"That was great!" Lucy cheered, high-fiving the gigantic cow-man, "Just look at you go, Taurus!"

"Moo, you've got some moooves of your own, Miss Lucy," Taurus purred, smiling perversely at her.

Natsu slammed another bandit into the wall with little to no effort.

"Man, these guys don't put up much of a fight," Natsu commented, voice full of boredom.

"So who did you losers steal from?" Gray asked, digging his heel into one of their backs, "Old ladies and little kids?"

"Don't act like this is over," one groaned, "You'll be sorry just you wait."

"Yeah, Lord Devin is gonna make you pay!"

"We beat up that jerk a long time ago," Happy replied.

"I'm all finished upstairs," Erza informed them.

"Sweet! Nice work, Erza!"

Erza returned Lucy's smile, while remembering what Skylar had said about her safety; though the smile quickly vanished as she spotted a quick moving bandit.

"Hey, get back here!" she shouted, grabbing onto the unfortunate bandit, "It seems you still haven't learned your lesson."

"Mooo! Teach me a lesson…"

"Okay bye!" Lucy said quickly, closing Taurus' gate before he could say any more.

"Well that was a waist… I was hoping it'd be a challenge," Erza sighed.

"Aaaaw! I wanna fight some more!" whined Natsu angrily.

"I know how you feel, but save it for the next job," Gray said, shoving his hands in his pockets.

"Check out this gem I got, pretty cool don't you think?" Happy asked, holding up the large sparkly diamond.

"Aah! Stealing from thieves is still stealing!" Lucy reprimanded.

"Hey," Happy said, unphased by Lucy, "Isn't that Loki over there?"

"What's up guys?" Loki asked as Natsu and Gray reached him first.

"Beatin' bad guys and being awesome," Natsu replied.

"Same old, same old," Loki chuckled, shaking his head.

His expression suddenly changed to discomfort as Lucy and Erza caught up.

"I'm glad we ran into you, thank-"

"Sorry but I better hit the road, SO LONG!"

"What is that guys problem?!" Lucy growled.

"I dunno what you did but you really freak him out," Gray commented.

"Yeah he avoids you like the plague," Natsu added.

"It's not my fault he's CRAZY!" Lucy shot back angrily.

The group walked for a while, Lucy cheerfully sitting atop Gray's shoulders trying to catch the falling helicopter seeds from the trees above. Happy too had joined in the fun, shaking the branches above to make them fall for the cheerful pair.

"Guess we better head back home," Gray said.

"I dunno," Lucy began, "Since we finished early why don't we have some fun?"

"Lucy…" Erza started, causing both Natsu and Gray to hold their breath in anticipation, "I think that's a fine idea."

* * *

Hosenka Village, the most popular resort in all of Magnolia. Famous for its spas this flamboyant if somewhat dodgy tourist attraction was designed by a Duke who was fascinated with the orient and its architecture.

"I don't get it, why is Loki so afraid of me?" Lucy wondered aloud.

"The moon looks beautiful," Erza commented happily, "The baths nice too."

"You're bathing in your armor?!" Lucy exclaimed in disbelief, her voice echoing.

"I'm more relaxed with it on."

"Really?" Lucy asked weakly, "Doesn't it feel kind of… weird?"

"Now that you mention it… it does," Erza agreed, "I may need to reconsider my definition of relaxation."

"Yeeaahh, I don't think taking it easy is your strong point."

Erza's armor glowed momentarily before disappearing.

"Wow, you look just as awesome without your armor!"

"Is that so?" she replied smugly, "Then perhaps I should walk around the guild hall like this."

"Huh?!"

"That was a joke…"

"Right," Lucy sighed, sinking lower into the water.

* * *

"Let's get this party started!" Natsu shouted excitedly, a pillow under each arm.

"Aye!"

"Ah, come on, I'm trying to sleep here," Gray groaned, glaring at Natsu, "Why don't you take your party outside?"

Lucy also looked up from her bed beside Gray with tired eyes.

"It's a sleepover! You know what that means right?! You gotta bust out your 'Pillow-Fu' or you too scared?"

"Of you? Yeah right," Gray scoffed.

"My arsenal is equipt with only the most powerful pillows," Erza said as she entered the room.

"Most powerful?" Lucy asked.

"Whatever, Erza you're going down!" Natsu exclaimed, throwing the pillows right for her.

"Grow up you guys," Gray muttered as Erza dodged the thrown pillows.

Though she easily dodged the pillows Gray and Lucy had not been so lucky, having jumped before Lucy and taking the thrown pillows to protect her.

"You're in for it now!" he shouted, pealing a pillow from his face.

"Alright, I guess I'll join in too!" Lucy laughed, only to have to dodge the three pillows thrown straight for her, "You know what, I think I'll pass. Don't really feel like dying tonight."

* * *

Lucy continued down the small path, taking in the beautiful seniory. Beside her wobbled Plue.

"Sometimes I think those guys aren't even human," Lucy said to her spirit companion, "Oh, but Happy doesn't count, he's a cat. And you're a dog, right Plue?"

"Actually I'm a human just like you!"

"Yeah?" Her eyes widened in sudden realization, "Aah! Human? I never even knew you could talk!"

"Aye!"

"Aye?" Lucy questioned suspiciously.

"Heh heh, I come from a faraway land in search of the sacred stones."

"Very funny, now stop fooling around and get your blue butt over here Happy," Lucy demanded, hands on her hips.

"Darn… I was really hoping I could keep it up for at least a week or two. You know, since your so dumb and all," Happy commented, peeking out from around the bush.

"Wow, glad you think so highly of me," Lucy grumbled.

"What are you doing out here anyway?" Happy asked curiously.

"Going for a little walk, I'm waiting for the pillow fight apocalypse to be over," Lucy informed him.

"Woh, ho, ho! What up girl?"

"That outfit looks great on you, are you a tourist?"

"We're here on vacation from Ocevana, yo. Let's have a funky good time, yo!"

"You guys can't be for real?!" Lucy muttered, "Sorry but I'm hanging out with my friends tonight."

"Ah now don't play me like that, yo."

"I better go," Lucy said, backing away from the two strange men.

"By friends you mean that cat and uh…"

"Yo, I gotta admit your friends are pretty funky. They can tag along with us, yo."

"There's no need to be shy," he said, both grabbing onto an arm.

"You're pushy, huh," Lucy inferred, "Come on Happy do something."

"Meow?"

"What do you mean 'meow'?" Lucy exclaimed.

"She thinks her kitty can talk, how cute!"

"You got it all wrong!" Lucy defended.

"Come party with us!"

"It's about to get funky, yo!"

"Look I already told you I'm busy so knock it off!" Lucy growled, trying to puller her arms free.

_'What's going on?'_ Lucy thought, _'I can't move!'_

"Don't worry baby, we're gonna have a great time!"

"Yo, it's gonna be a funky party, yo!"

'These guys are wizards?!' she thought, completely trembling, 'Oh no!'

Without another moment passing one guy was slammed to the ground, freeing Lucy.

"Woh, that is wacky yo!"

Holding Lucy protectively he kicked the remaining man to the ground, knocking him unconscious as well.

"Loki?" she could barily whisper.

"You're not hurt are you?"

He then jumped behind a light pole, the 'cool guy' act completely gone.

"I'm really sorry," he called over to her.

"For what?!"

"These two are renegade wizards. They've been targeting female tourists they catch walking alone," Loki informed her, "I was after their bounty, so you actually helped me out. Anyway, I better turn them in before they decide to wake up. I'll see you later."

"Hold on a sec!"

"Yeah?" he asked, looking over his shoulder.

"Thanks for rescuing me from those guys."

"No problem. It's nothing really, but it was an honor all the same."

"Heeyy," Lucy began timidly, "How about you and I go out together?"

"Uh oh! Things are about to get steamy!" Happy purred, hearts in his eyes.

"I didn't mean it like that…"

* * *

The world renowned restaurant, Super Express. A popular spot in Hosenka offering its patrons a culinary adventure. While its silent Chef's forehead is certainly captivating, its wide selections of exquisite dishes are the true draw for locals and tourists alike.

"You know, you don't have to sit so far away!"

The Chef glanced up at the four empty seats between Loki and Lucy.

"Uh, right, sorry," Loki said nervously, moving over to sit beside her, causing the Chef to nod in approval.

"I've been meaning to ask you this for a while," Lucy began slowly, "Is it true you have a bad history with Celestial Wizards?"

"Mm."

Somewhat frustrated, Lucy sipped from her glass.

"If you don't wanna talk about it then I can respect that, but I don't think it's fair for you to judge me just because I am one."

"Yeah, you're right about that, sorry. Honestly, I wasn't trying to hurt your feelings," Lucy watched as his expression instantly changed when he turned on his charm, "I'm no good for you, so just forget about me."

"Uh, why're you giving me some lame break-up line?"

"That came out funny didn't it?" he said softly, "I didn't mean it that way."

"But you were serious, weren't you?"

Loki met her gaze for a moment before looking back to his drink.

"I can see it, in your eyes."

"No I, uhm, was just thinking about something that happened a while back."

"Can you tell me?" she questioned softly.

He said nothing and they sat in silence for a while, watching the condensation slowly run down the sides of Lucy's glass.

"Well… whatever… I figured it couldn't hurt to ask," she said with a sigh, rising to her feet, "Thanks again for saving me back there. I finally see why you're so popular with the ladies. This was nice, things were starting to get a little akward so if felt good to just sit down and talk to you. Anyway, I better get going."

Without even turning around Loki grabbed Lucy's wrist, preventing her from going any futher.

"Wait."

Lucy's eyes widened in surprise as he pulled her into a tight embrace, but what seemed to surprise her most of all was how she didn't want to let go.

"Lucy?"

"W-what is it?"

"The truth is… I don't have long to live."

Shock and more surprisingly fear coursed through her entire being as her heart bean to squeeze.

"You what?" she barely got out.

Loki watched as the tears slowly rolled down her rosy cheeks.

"What's that supposed to mean?"

His lies held no lies, even as he began laughing.

"I sure fooled you, it makes for a pretty good pick-up line, doesn't it? Pulls at the heart strings every time. You should of seen your face, HA! Classic."

She slapped him, knocking his glasses to the floor and leaving a considerably large mark on his cheek.

"You jerk, geez I totally believed you! Plue, Happy, we're leaving!"

Lucy grabbed both animals by their tails and stormed out of the restaurant, he watched as she frantically wiped her cheeks to remove any remnants of tear stains on her cheeks. Her piercing brown eyes tattooed to his memory forever.

_'What am I doing?'_ Loki thought, picking up his shades, _'This is ridiculous. I can't let my feelings get the best of me and I can't drag Lucy into this. It's too late for me.'_

* * *

"What's with the two of them?" Elfman questioned, looking Natsu and Gray up and down, "And what's with the bandages?"

"Evidently they both were hurt during a pillow fight after their last job," Mirajane said, making her brother grimace.

"If they're that banged up then those pillows must've been full of bricks," muttered Elfman, shaking his head as he headed towards the request board.

"It was just a pillow fight, what were you getting so worked up about?!" Gray growled.

"Cause I give everything one-hundred percent!" Natsu shot back.

"Oh, like when you one-hundred percent lost!" Gray shouted.

"I was awesome, you're the one who lost!"

"Lucy, I won the pillow fight right?!" they shouted in unison.

Slowly she turned around, a dark aura permeating around her.

"Put a sock in it," she hissed, glaring at the two.

"We're sorry, we'll be quiet now," they said together, sweat running down their faces.

"Wow, I thought Erza was the only one who could keep those too in check," Mirajane said in awe.

"She's a real man," agreed Elfman.

Happy walked over to her as Gray and Natsu walked away with their shoulders hunched, sulking.

"What's wrong, you seem like you're in a bad mood," Happy asked innocently.

"Deal with it, I'm always like this," she answered rather rudely.

"You still mad at me about that Plue Thing?"

"You've got to be kidding me! You think I'm petty enough to get hung up on some prank?" she sighed and rested her head on her arms, "Look, I'm sorry, I just have a lot on my mind right now…"

"Hey! You can always talk to me!" Happy smiled, patting her head.

"I'll pass… thanks anyway though."

"I've been looking all over for Loki, where is he?!" cried one of four girls.

"I can't believe he ran out on me," the second girl said.

"What're you doing here, huh?" said the third girl.

"I could ask you the same thing," said the forth girl.

"Loki come back!" cried the second girl.

Mirajane looked between the four somewhat hysterical girls without any ideas of what to tell them.

"What's going on over there?" Lucy asked, raising her head.

"They're a bunch of girls from around town, from the looks of things they all think they're Loki's girlfriend," Happy said, also watching.

"Last night he said he wanted to break up with me," the first girl said.

"Me too!"

"Why doesn't he want me anymore? Why?!" they demanded.

"Well… uh…" Mirajane began, stumbling for words.

"Is he getting married to some other girl?!"

"Uh no," Mirajane answered.

"Who is she? Is it someone from the guild?!"

"Lucy! Save me!" Mirajane exclaimed, throwing her arms up in the air in defeat.

All four girls circled around Lucy, towering over her and Happy, glaring menacingly.

"So is this the girl?"

"She dresses like a tramp."

"She thinks she's cute."

"Don't tell me Loki's gonna marry _**her**_."

"Aaah! Why'd you have to go and drag me into this mess, Mira?!" Lucy shouted as the four girls chased her off.

* * *

This is Magnolia's one and only public bath house. In addition to relieving fatigue, it also restores the magic energy of all who bath there.

"Bath houses are manly!" Elfman said as he exited the man's side of the bath house.

"I like my bath at home but this place takes the cake. Nothing beats soaking in a big tub," Lucy said cheerfully.

Soft footsteps caught her attention and she turned around to find herself face to face with the one and only.

"Loki?"

"Here, try this. It really hits the spot after a bath."

"Oh! Flavored milk? Thank you!"

"Thought I might have one with you, if you don't mind."

Lucy grinned, making Loki blush more than he already was. Playfully she hit his arm as he sipped from his bottle and it almost sounded as if he purred.

"Just so you know, I had a rough day today thanks to you and your stupid fan club."

"Let's put that behind us," he said quickly, "Here's to your beautiful eyes, cheers."

The clinked their bottles together and Lucy felt his hand gently brush against hers, sending a jolt through her entire body.

"Good stuff," she laughed.

"No kiddin," he agreed.

Quickly she looked away from his gaze and up to the stars, trying to slow her racing heart.

"Uh, the sky sure is pretty, huh?"

"Yeah," he said quietly, also looking to the sky.

"Look a shooting star!" she gasped enthusiastically, "This probably sounds silly, but I always wondered where those falling stars end up."

"I kind of feel sorry for them," Loki said sadly, "Just think, once they fall from the sky they can never return to heaven. Doesn't that seem sad?"

Lucy starred at him and for a moment she saw the spirit of a lion deep inside him.

"Is that another one of your sappy pick-up lines? I can't believe you almost fooled me twice," she lied.

"Heh, saw right through me."

She was silent, starring at the bottle in her hand.

"I know I can be a real pain, but I'm glad we got to talk one last time, goodbye Lucy.

Lucy watched him walk away, his eyes fixed on the ground. In hear heart, all she could feel was sadness.

* * *

"Open Gate of the Southern Cross! Crux!"

"Wow, so this weird float-y guys a spirit, huh?" Happy asked, sitting beside Lucy on her bed.

"That's right; I like to call him Grandpa Crux."

"Heh, heh," the spirit said.

"I need you to look up something for me please. Could you use your power to find out which Celestial Wizards Loki's met in the past?"

"Heh, heh… *snore*!"

"I don't think he heard you, Lucy!" Happy exclaimed, upset that the spirit just fell asleep.

"Nah, he heard me, he's just doing a search."

"Then how come he's snoring like that?!"

"Grandpa Crux is an expert on Celestial Wizardry. He could tell you anything you want to know about the different gates that connect the spirit world to the human world. He could even tell you about particular spirits and which wizards have summoned them in the past."

"YAHOO!"

Startled, Happy jumped behind Lucy, holding her arm as he shook.

"So did you find any information?"

"Indeed, but regrettably I cannot provide any extensive details as personal privacy laws to apply to the Celestial Spirit World. However, I can tell you that Loki was once connected to a Celestial Wizard named Karen Lilica," he informed her.

"Karen Lilica?"

"You know her?" Happy asked curiously, "Who is she?"

"She was super famous a few years back. I actually had the issue from when she was profiled in Sorcerer Weekly, but she died on the job. They say her Master told her not to take it."

"So she was a guild wizard just like us," Happy added.

"Mhm, she was a member of Blue Pegasus, if I remember correctly."

"Heh, heh."

"Grandpa Crux, what was the relationship between Karin and Loki?"

"Sorry, but I'm afraid I've said all I can on the matter," Grandpa Crux said.

"Ah come on!" Lucy pushed.

"Hey, it looks like he decided to go ahead and search for you," Happy smiled happily.

"No he's asleep this time…"

"HUH?!"

"So Karen and Loki…"

Frowning, Lucy thought about what Loki had joked about the other night, how he didn't have long to live. Even though he'd played it off like a joke but Lucy refused to believe he was going to die.

"Hold on…"

She thought about earlier as they had gazed upon the stars together. How Loki thought stars from heaven was sad because they cannot return to the sky where they belong. They can't return to where they belong, on top of everything else, seeing that spirit of a lion inside of him.

"Fallen star… he can't be?"

"Uuh, is something wrong?" Happy asked, confused by Lucy's concerned expression.

Before anything else could happen her door burst open and a shirtless Gray stood in the doorway.

"I got bad news, Lucy! It's Loki! He quit Fairy Tail and then ran away!"

"Did he say why?" she asked, jumping to her feet.

"No, we don't have a clue! Everyone's out looking for him now, he's been acting weird lately but nobody expected this!"

"Maybe I'm right."

Without another word Lucy bolted from her home barefoot.

"Hey where you goin? Lucy!" Gray shouted after her, "Do you know something we don't?"


	4. Chapter 4

_I do not own__**Fairy Tail**__. __That would be__**Hiro Mashima**__.  
The __only thing__ that __**I own**__ is the __**story line**__._

* * *

The waterfall rumbled quietly all around the narrow peninsula which jetted out above the large seemingly bottomless lake. Here Loki stood starring at the words engraved on her grave.

"There you are."

"Lucy…" his voice trailed off.

"The whole guilds looking for you… that's Karin's grave isn't it. She was a great Celestial Wizard and she had a contract with you, right?"

He said nothing, but continued watching the blonde before himself.

"The spirit Loki… wait that's not really your name," she said softly, "Your name is Leo, Leo the Lion."

"Well I won't deny it," he said with a small smile, "How did you find out?"

"Don't forget I'm a Celestial Wizard too and I have contracts with a lot of spirits. It wasn't too hard to dig up the truth but still, you should've come to talk to me about this. Normally whenever the owner of the Gate Key dies the contract between spirit and wizard is terminated. The spirit is then forced back into their world until the key falls into new hands and a contract is made," Lucy said matter-of-factly, "Your contract with Karin should've ended on the day she died. I don't understand why you're still here, I've never heard of that before. I mean that's not the way it's supposed to work right? I know your kind can't survive in the human world for long. Just like humans can't survive in your world. It'll slowly zap away your life till finally there's nothing left."

"That's right," he said with a sigh," It's been three years now."

"Three years?! I didn't even know one was possible!"

"Pretty amazing, huh? But I don't have the strength to keep it up."

"Hold on!" Lucy said, clearly shocked, "There's got to be some way I can save you! Why can't I just open a gate for you? Tell me why you can't go back to the Spirit World!"

"You don't need to save me."

"What do you mean, if you don't get some help soon you're as good as dead!" she exclaimed, choking on the last word.

"Look there's no way I can go back," Loki said firmly, turning away from Lucy.

"But why?"

"I broke a fundamental law that applies to both wizard and spirit, and as a result I was banished from the Celestial World for all eternity."

"Loki… just what did you do?"

He turned back and faced Lucy completely, her brown eyes boring into his with a mixture of emotions.

"I can't deny my crime so I have no choice but to face the punishment. I'm a traitor to my own kind. I was contracted to Karin, but she died because I killed her."

"I… I can't believe it. You had a contract and you killed her?"

"Mhm, and spirits who kill their wizards are forever banished from the Celestial World. So I'm just gonna disappear, right here, in front of her grave."

"Loki…"

Nothing but the sound of the waterfall filled their silence. Lucy could see the lion spirit within him, their eyes filled with so much pain and sadness.

"It was about three years ago…"

**[(Flashback)]**

_ "I'm sorry boys, I have an appointment at the salon this afternoon, why don't you come back and see me tomorrow?" Karin teased, flipping her hair._

_ "Karin my dear, you've got quite the following don't you?" laughed Master Bob._

_ "Gaah, I don't have time for this," Karin groaned, "Open, Gate of the Golden Ram! Aries!"_

_ In a puff of pink smoke appeared a female spirit with pink hair, brown eyes, and a pair of twisted horns on her head._

_ "Umm, I'm sorry ma'am did you summon me?" she shyly asked._

_ The men who were moments ago flaunting over Karin quickly switched and turned their attention to Aries._

_ "Look I gotta run so will you entertain these gentlemen for me?"_

_ "No not that again!" Aries pleaded, watching her Master walk away._

_ "We just wanna get to know you better."_

_ "Come on, we'll show you a good time."_

_ "I'm sorry but I'm a Celestial Spirit," Aries said nervously, "I'm not cut out for this kind of thing."_

_ "You're not refusing to follow orders are you?" boomed Karin._

_ "No! Of course not, ma'am!" Aries squeaked, shrinking away from the Celestial Wizard._

_ With that the group of men pulled Aries away and Karin went over to the bar, her heals clicking loudly._

_ "Unbelievable, I mean who does that little hussy think she is, talking back to me like that!" Karin spat angrily._

_ She sat there sipping from her wine glass, fuming because of Aries._

_ "I know you're frustrated but you shouldn't be so cruel to your Celestial Spirits, my dear."_

_ "What?! Well as far as I'm concerned she's my property, so I can treat her any way I please."_

_ Master Bob sighed and walked right through the bar._

_ "It seems like your especially hard on poor Aries. I've heard about all those awful things you've done to her. Like using her as a shield whenever you're fighting against another wizard."_

_ "Yeah and so what? It's not like she's human or anything, right?" Karin said in her snobby tone, "Celestial Spirits are nothing but tools."_

_ "KARIN!" shouted an angrily Master Bob, "They're living beings just like you and if you continue to treat them so deplorably they're bound to rebel against you."_

* * *

_"How dare you go behind my back and tattle to Master Bob!"_

_ "I don't know what you mean!" Aries cried, rubbing her bleeding cheek, "I never even said a word to him, honestly ma'am!"_

_ Karin glared down at her frightened spirit, furious with her and with Master Bob for scolding her._

_ "You went and made the Master angry with me, which means now I'm angry with you!"_

_ "I never told him, it's the truth ma'am! I swear I didn't!" Aries whimpered, visibly shaking._

_ "You're still feigning innocents?!" Karin hissed, pulling out what looked like a leash from her bag, the chains rattling quietly._

_ "What're those for?" Aries asked nervously._

_ "I'm gonna use them to lock you up for seven days. Right here, in the human world," Karin explained coldly, a dark aura growing around her._

_ "For seven days? But your magic won't hold out that long. Please don't do this!"_

_ "I'm a lot stronger that you even know, Missy. I'm gonna be just fine, but you on the other hand…"_

_ Whimpering quietly Aries scooted away from Karin, tears rolling down her cheeks._

_ "I've always wondered what a week in the human world would do to a Celestial Sprit. Heh, I can't wait to find out."_

_ "Please don't do this ma'am," Aries begged._

_ Karin groaned in annoyance as Aries disappeared in a puff of pink smoke._

_ "It won't work Aries, you can't run away. I'll summon you right back!"_

_ Golden light filled the room and a strong hand grabbed onto Karin's wrist._

_ "She didn't run away," he said firmly, "I switched places with her."_

_**[(End Flashback)]**_

"I tried my best to stop her, but I couldn't do much cause Aries and I were still contracted to her," Loki explained, continuing on with his story.

**[(Flashback)]**

_ "Why you – how did you open your own gate?!" Karin growled, pulling her wrist free._

_ "I'm a Celestial Spirit built for battle. I'm patient and strong; your abuse doesn't affect me like it does my fellow spirits. I'm warning you, if you lay a hand on Aries again, you'll be sorry."_

_ "Who do you think you are, threatening me like that?" Karin spat out, despite her shaking from nervousness._

_ "There's something that I've been meaning to say to you for a while now. I demand that you release me and Aries from our contracts."_

_ "What?! You demand me!"_

_ "Your behavior and the way you've treated us is deplorable. In fact, many spirits in our world are afraid of their keys falling into your hands."_

_ "Shut up!" Karin defended angrily, "That's not true!"_

_ "You're a disgrace to other Celestial Wizards."_

_ "Go back! Close, Gate of the Lion!" Karin shouted, moving his key before him._

_ Nothing happened, he continued to glare her down and stand his ground. Karin tried again and again to close his gate and send him back. To her distaste, Leo remained there before herself._

_ "Why can't I force the gate to close?" she panted._

_ "You heard me, I demand you terminate our contracts and I'm not leaving until that happens. You wont be able to summon another spirit while I'm here, you're far too weak and I refuse to be at your beacon call," Leo continued as Karin's cold eyes filled with shock, "Which means it'll be hard for you to find work."_

_ Karin gritted her teeth, trying to find a way to send him back before she grinned slyly._

_ "There's one thing that you didn't think about Leo, even I have limits to my magical power. I'll run out of magic energy in a bout ten days and then you'll be forced back into the Celestial World whether you like it or not."_

_ "No," Leo said sternly, "If your magic runs out it won't affect me in any way because I used my own magic to get here. And I'm prepared to stay however long it takes. I'll be waiting in the ruins west of town, if you change your mind, you'll know where to find me."_

_ The door slammed loudly as Leo left Karin's home. She was beyond furious with him and began throwing items around the room in frustration._

_ "How dare he!"_

* * *

_"Give it up Leo, you're not going to be able to hold out for much longer you know!"_

_ "I'm the Lion, Leader of the Zodiac," he countered, "I'm stronger than the other spirits and I can do things they can't. Like I said before, I'm not going anywhere, until you void both our contracts."_

_ "Oh give me a break! You really think I'd be stupid enough to give up two Zodiac Keys? I can't take thehigh paying jobs if I don't have you two under contract!"_

_ Leo sighed and bowed his head in frusteration._

_ "I know a beautiful blonde wizard who would be more than happy to take us off your hands."_

_ Karin snorted and crossed her arms._

_ "I refuse."_

_ "Then get out and don't come back till you're ready to release us."_

_ "Leo," growled Karin, storming off._

* * *

_"Please, don't do this to me," Karin begged, almost to the point of whining, "It's been a month and I haven't been able to work. I have to make money in order to survive! If you stop this I promise I'll never mistreat Aries again."_

_ "You promise," Leo hissed, her words sickening him, "You're lying to me. If you truly felt remorse you would go ahead and free us from our contracts."_

_ Karin's sincere expression twisted into a scowl and she charged Leo as he sat on the steps._

_ "Why won't you just die already, huh?!" she asked while kicking him repeatedly, "Once you're gone I can summon Aries. I'll force her to work like a god just to spite you!"_

_ She continued beating Leo, abusing him as she would Aries, but never once did he return a single blow._

_ "I won't let you get away with this, Leo."_

* * *

_"It's not so bad now," he said while standing outside of the ruins, "Living in the human world. Unfortunately there's nothing I can do to stop my life force from draining, but at least it's not as painful anymore."_

_ He watched as the gray swayed back and forth in the afternoon's gentle breeze._

_ "It's been three months," he said with a smirk, "I suppose it's about time I forgive Karin. If she's still abusive to Aries I can always threaten to leave again."_

* * *

_"Ugh, NO!" Leo shouted, punching the large stone statue, "She can't!"_

_ "I warned her not to work until this was resolved," Master Bob said solemnly, "But she took a job request anyway. She hasn't made any money in the last three months so she must've been desperate."_

_ "But why would she take a job, she knew she couldn't summon another spirit. Not while I'm still here!"_

_ "A Celestial Wizard can summon more than one spirit at a time but the process requires the wizard to expend massive amounts of magic energy. I guess Karin thought she could handle it," inquired Master Bob, eyes tearing up, "But in the end it seems the poor dearie simply wasn't strong enough to pull it off."_

_ "I just…" Leo fell to his knees, "I wanted her to realize she was wrong about us. Celestial Spirits are more than just magic tools."_

_ Tears freely fell from his eyes, the reality of everything sinking into realization._

_ "We're living beings, we have free will, we can feel emotion and her cruelty hurt us! But I – I never wanted her to die! Karin… KARIN!"_

_**[(End Flashback)]**_

"It was my fault and I've lived with the guilt ever since. When someone dies they're gone forever, I wish I could bring her back, it's just not possible. The only way I could make things right is if I were to die too."

Then it was like his entire being pulsated, causing him to fall to the ground.

"Oh no, Loki!"

Lucy hurried by his side and dropped to her knees, clueless of what to do.

"I guess this is it, it's my time."

"What do you mean 'your time'?"

"For me to disappear, forever."

"You can't just give up!" Lucy yelled, her hands squeezing into fists.

"Karin, ever since that day I've been banned from the Celestial World."

"No, your hands," Lucy said, watching them fade in and out.

"When I killed Karin I broke a fundamental Celestial Law, now I have to pay the price. Not a day goes by that I don't think about her and what I did. I tried to stay distracted so it won't constantly be on my mind but it's like she's haunting me. I've been waiting for this, for my magic energy to finally run out and now it's about to happen right in front of Karin's grave. Then I'll be free, free from the guilt's that's burdened me," he explained, gently placing a strand of golden hair behind her ear, "Before I go I wanna thank you, you've restored my faith in Celestial Wizards."

"Wait! I can save you, you can't give up yet!" Lucy cried, squeezing his hands tightly.

"Please tell everyone back in Fairy Tail I said goodbye."

Lucy stared at him, fresh tears falling from her eyes. She felt completely useless; she wanted to so badly save Loki that it made her heart hurt.

"It's not fair!" she desperately shouted, slamming her fists onto the ground.

"Lucy…"

"I won't let you die! All you have to do is go back to the Celestial World and your life force will be restored, right? There's gotta be a way I can send you back!"

Loki smiled, gently brushing away tears as he caressed her cheek.

"I'm afraid that's impossible. I broke the law and I'm being punished," he calmly whispered.

"Even so… this isn't right! You didn't kill Karin, it was just an accident, it wasn't your fault!"

Lucy pulled him into a hug, her tears warm against his skin.

"Lucy I-"

"Open, Gate of the Lion, take Leo back to the Celestial World! Please!" she begged, "Open! Please…"

"Calm down, it won't work, it's okay."

"It's not okay!" she exclaimed, shaking him, "I can't just sit here while my friend disappears right before my eyes!"

Lucy's grasp on his arms tightened as she released her magic energy. A large seal forming beneath them, bathing them in a beautiful golden light that reached the stars.

"OPEN! GATE OF THE LION!"

"Stop it!" Loki shouted, "You're gonna use up all of your magic energy like this!"

"Whatever it takes! I'm gonna save you Loki! I'll open your gate, I won't give up! I promise I'm gonna get you to the Celestial World! I PROMISE!"

"It's too dangerous!"

"OPEN! GATE OF THE LION! OPEN!"

"It's not gonna open for you, as far as they're concerned I'm responsible for Karin's death. They're not gonna let me go back!"

"Aaah!" she screamed as she released even more magical energy.

"Cut it out Lucy, you're starting to assimilate with me! If you don't stop you're gonna disappear too!" Loki protested desperately.

"I won't stop till the gate opens!" she cried, "I won't let you die! What's the point of having magic power if you can't use it to save the people you care about?!"

"Don't do this! Please don't make me live with the guilt of killing you too!"

"You didn't kill her, whoever decided you were responsible needs to know that they were wrong!"

The ground beneath them shook with a jolt and knocked them away from one another. Time itself ceased as the stars themselves began spinning. The waterfall moving backwards as the water rose high into the sky while an incredible magical pressure appeared.

"Who, what's going on here?" Lucy questioned.

"Impossible," Loki gasped, "It's him, the Celestial Spirit King! What in the hell is he doing here?"

"He's the King?" Lucy asked while the large man starred off towards the cliffs behind the two, "Like the ruler of the Celestial Spirit World?"

His gaze lowered to them finally, arms crossed.

"Hello my old friend, as you well know both wizards and spirits must obey Celestial Law and taking the life of a Key Holder is forbidden under any circumstances."

Loki starred up at the King, frozen in fear. Both angry and determined, Lucy steadily rose to her bare feet.

"Though not by your hands, you are still responsible for your Key Holders death, Leo the Lion. Therefore you have been banished from the Celestial World for all eternity."

"Hold on, that doesn't seem fair!" she protested angrily.

"Lucy stop!"

"Old friend, human girl, I have made my judgment and it stands. Leo has broken Celestial Law."

_'No way, did he just show up because Lucy blurted out something about him being wrong?'_ Loki thought, _'That's crazy! Why would he care what she thinks?'_

"Loki's been suffering in the human world for three long years! He didn't kill Karin," Lucy argued, clenching her fists tightly, "But he did stand up to her! Because somebody had to protect Aries!"

"I must say, I find it heartbreaking to see my old friend in such a fragile condition," agreed the King solemnly.

"What is wrong with you?!" Lucy snapped in frustration, "An old friend is still a friend, right? Well there's one in front of you right now asking for a second chance. So open your eyes 'Stache Face!"

" 'Stache Face'?" questioned the King, clearly surprised by Lucy.

"Uh Lucy," Loki began nervously.

"Karin died because she took on a job she couldn't handle; he had nothing to do with it!" Lucy continued strongly, "You have to change your verdict because he's innocent! Please, Sir!"

"Just drop it already," Loki said, "It doesn't matter if the verdict is changed. I'm not looking for forgiveness; I wanna disappear and finally be free from this guilt!"

Lucy began glowing; her eyes hut as she concentrated all her magical energy.

"I WONT LET YOU!"She shouted as her energy was released, "You disappearing isn't going to bring Karin back to life. All it's gonna do is create more sadness!"

"Hmm…"

Beside Lucy stood every Celestial Spirit she was contracted with.

"You did nothing wrong because it can't be a crime to protect the people you care about."

'She summoned all of those spirits at once?!' Loki thought in amazement, 'Not even Karin could do that!'

"What about all of your friends, you're just going to leave them?" Lucy asked, her spirits all stood defiantly against the King as she spoke over her shoulder to Loki, "If you were to die you'd leave me and Aries and everyone else here behind. Think about us and how miserable we would be without you!"

That light which surrounded both her and her spirits faded and she fell to the ground unmoving, her spirits no longer by her side.

"Lucy!"

Her fists clenched again as she pushed herself back up to one knee, blood trickling down from her nose.

"All of my friends who came forward just now," she ground out, "They feel the same way I do."

"Your friends?" he asked, her gaze only meeting his momentarily.

"If you're a Celestial Spirit too, you can sympathize with what Loki and Aries went through," she said, while she swayed unsteadily before Loki before he could slid his arm around her waist to keep her from falling again.

"Would you stop! You're gonna end up like Karin if you keep this up, don't risk your life to save mine!" Loki pleaded.

Lucy glared up at the King whom had been silently watching everything. He was greatly surprised by her persistence to save her friend, and even more surprised by how she refused to stop fighting for him.

"Hmm, ever you speak so highly of my old friend, has led me to think that maybe it is not the actions but the law itself that should be in question. Leo was forced to commit his crime to protect Aries, he brethren, and the human girl is willing to risk her life to save Leo."

Lucy grabbed Loki's hand tightly, her small fingers trembling uncontrollably.

"I am so moved by your bonds of loyalty I shall make an exception in this case. Leo the Lion, you are hereby granted return passage to the Celestial World."

Lucy grinned and gave the King a thumbs-up.

"You're awesome, thanks 'Stache Face."

The Celestial Spirit King grinned down at Lucy, impressed with her courage.

"You are exonerated, be grateful to the guidance of the stars!" the King said as he began returning to the Celestial World.

"I have to make it up to her, please Sir!" Loki begged.

"Very well them, if you insist on atoning for you actions in the past then I hereby order you to live your life in service of your friend, the human girl," instructed the King as tears rolled down Loki's cheeks, "You are lucky to have found such a loyal friend. I suggest you protect her with your life just as she fought to save yours."

The Celestial Spirit King disappeared and everything returned back to normal.

"You heard him," she teased, wiping her own tears away and pulling him into a tight hug.

"Hey Lucy?" he said, holding her hands in his, "I just wanted to say thank you."

Chucking quietly Lucy watched as Loki returned to the Celestial World for the first time in three years. In her hand she held the key that open the gate for Leo the Lion, along with his silver ring.

* * *

"You're a Celestial spirit?!" Natsu questioned, circling around Loki.

"No way, really?" Happy asked, just as surprised.

"Sorry I didn't tell you before," Loki said, scratching the back of his head.

"Gotta say, I'm surprised I never caught onto you," Gray admitted, crossing his arms.

"How come you're not a cow, or a horse, or a crab? You're just a dude," Natsu asked, continuing his interrogation.

"Virgo has a human form too, it's not like we're all animals," Loki defended.

"You say that, but I've seen her turn into a gorilla!"

"She's not really a gorilla," corrected Loki.

"Loki here is actually a lion spirit," Lucy said from her perch atop the stone bridge.

"Seriously?!"

"A lions like a grown-up cat right?!" Happy asked excitedly.

"Yup, you've got it," smiled Loki.

"Don't you lie to him!" Lucy chastised.

"Ohh… you're the coolest spirit ever…" Happy praised, lying over Loki's shoulder drooling.

"Shouldn't you be resting up back in the Celestial World right now?" Gray asked before looking over to Lucy, "Just like you should be in the bath house to regain your energy?"

"We're going after this," Skylar said as her and Erza walked up.

"I'm doing better than I was, I just wanted to come say 'hi'," he informed them, "Well that and I couldn't wait to see Lucy again."

"He looooooves you!"

"Shut it cat, or you're gonna get hurt," Lucy hissed,

Loki slipped his arms around Lucy and easily scooped her up in his arms like a bride, making both Gray and Natsu tense slightly.

"Excuse us, we need to have a little chat about our future together."

"Relax you two," Skylar muttered, "Lucy is perfectly safe with Loki."

"Lucy, I'm always gonna have to live with what happened in the past, but now I have the courage to start moving forward. Thanks to you I'm not just another member of Fairy Tail," Loki said as he carefully sat her down, "I'm your Celestial Spirit. Now that your my wizard I promise to always protect you, I'll be there for you whenever you need me, your valiant knight."

"But I'm not just your wizard," Lucy beamed, hugging him tightly, "I'm your friend too!"

"Y-yeah of course, I can't wait to work with you," Loki said before kissing the top of her head, "Take care Lucy."


	5. Phantom Lord: Part One

_I do not own__**Fairy Tail**__. __That would be__**Hiro Mashima**__.  
The __only thing__ that __**I own**__ is the __**story line**__._

* * *

"Did you hear about Loki?" questioned Master Makarov, watching Skylar closely from the corner of his eye, "Quite an amazing thing for a Celestial Spirit to survive so long in the human world."

Skylar nodded in agreement, curious where he would lead the conversation.

"Even more impressive is what Lucy had said, how the Celestial Spirit King himself appeared before them."

Skylar smiled into her glass.

"Yes, very impressive indeed."

"Skylar," he said sternly, trying not to smile, "Do you happen to know anything about the situation?"

Looking up she jingled a ring with a set of five different colored keys.

"You mean, did I somehow summon the Celestial Spirit King to save Loki from his retched fate? Would I do something like that?"

"Master, there you are," came Erza's voice.

"Yes, Erza, what is it?"

Skylar turned around to face the scarlet haired beauty.

"Natsu, Gray, Happy, Lucy, and I will be going on this job. We'll be leaving shortly."

"Oh cool, that one looked fun," Skylar commented, glancing at the job request.

"Alright, keep an eye on Lucy. Not much time has passed for all her magical energy to return."

Erza nodded in understanding before turning on her heel and walking away.

"Say Master, could I get some permission from you?"

Master Makarov looked down to the blonde seated beside him, even Mirajane looked up curiously.

"I'd like to revisit _**that**_ place, see if I missed something. I feel as if some minor detail had been looked over."

With a sigh, he nodded and Skylar rose to her feet and pulled a wad of cash from her pocket.

"Told you I was good for it, I'll see you later."

"And Skylar?"

"Yeah?"

He waited for her to meet his gaze.

"Tell him I said hello, would you?"

"I promise, see you later!"

* * *

"Was that an awesome job or what?" Natsu laughed.

"The client sure seemed to think so," Happy smiled, flying alongside Natsu.

"Face it, you guys are just lucky that _**I**_ decided to come along," Gray muttered, hands in his pockets.

"We're lucky that you begged to come with us? How do you figure?" Natsu asked, placing his hands on his hips.

"Because you were about as helpful as one of Erza's suitcases."

"You better watch your mouth," Natsu said while butting heads with Gray, "Or I'll pack you like a suitcase, pal!"

"That doesn't make any sense!"

"That's enough boys," Erza ordered, shoving the two apart, "Now please get dressed."

"For crying out loud why does this keep happening to me! I just wanna argue like a normal person for once!"

"A bit of advice here Gray, never get in a fight in your underwear," Happy said, covering his eyes.

"Hey sorry to interrupt your conversation but…"

"What's up?" asked Gray.

"When I took this job I was originally thinking it'd be more of a solo mission, ya know?" Lucy said, holding Plue in her arms, "So… why'd you all have to come along?"

"Ah come on, isn't it obvious?" Natsu said.

"No, I don't think so."

"We're Fairy Tail's strongest team, so we gotta stick together," he answered matter-of-factly.

"Aye sir," Happy cheered.

"And don't you forget it," smiled Gray.

"Yeah we are!" smiled Lucy.

"No job is too tough," continued Natsu, the four totally excluding Lucy, "Not for me, Happy, Erza, and Ol' Droopy Drawers here."

"Don't call me that…"

"Hmm, we are quite a capapble bunch," agreed Erza.

"True that!" cheered Happy again.

"You forgot about me!"

"Ahh, lighten up," teased Natsu," I'm just messin' with you Loopy."

"Well I don't appreciate it," she shot back, continuing forward, "And that's not my name."

"Please forgive me, I truly didn't mean to upset you. I let myself get carried away, it will not happen again. If you would like you may strike me now."

"That's okay, Erza, I really don't think it's in my best interests."

"Smart move," chorused Natsu and Gray.

"Hm?" Happy mumbled, noticing the crowds of people watching them walk past.

"Why is everybody starring at us?" asked Gray.

"It's not the good kind of starring," observed Happy.

"It feels like… pity," Erza said, just before looking to the guild hall, gasping in shock, "W-what? Why does the guild look so bizarre?"

"No way…" Gray muttered.

"What's happened to it?!" Erza questioned.

"I don't understand," Lucy whispered, covering her mouth with her hands.

Fairy Tail's guild hall had large iron rods producing from the structure itself, gaping holes in the roof and walls. Almost completely destroyed.

"Our guild… someone did this too our guild!" Natsu growled, getting angrier as the seconds passed.

"But who would do such a think?" Erza asked.

"It was Phantom…"

The returned wizards turned around to see Mirajane walking up, a cloud of sorrow hanging over her head.

"Are you serious?" Gray asked, not believing his ears.

"You mean, Phantom did this?"

"We couldn't do anything to stop them," she said, tears forming in her eyes, "They got us good."

* * *

"Where's you're groupies? Normally you're they're not that far away from you."

Rolling his eyes, he returned his attention to the passing trees outside the train's windows.

"I sent them to the food car," he replied gruffly, "They should be back soon."

"I need a drink," she muttered, getting up.

She never reached the door, his grip tight around her small wrist.

"You can't keep hiding inside of a bottle, you can't keep your emotions locked away like this."

Appalled she pulled her arm free and turned to face him completely.

"You think I do this on purpose? You think I like pushing people away?"

Frustrated with her, he went and slammed the door shut, locking it as well.

"And who the hell do you think you are, telling me what to do?"

"Look at me, _**look**_ at me!" he growled, grabbing onto her arms, "You can't keep your heart locked away in some bottle, it doesn't work like that. And I care about you too damn much to watch you tear yourself apart!"

"Then don't watch!"

"Skye, I refuse to lose you to yourself. You need to let me in, feel with this," he moved her hand over his heart, "Let your walls down or I'll have no choice but to knock them down."

"I - smoke?"

Her eyes widened as he realized what was happening.

"Jump!" he said, wrapping his arms tightly around her head and waist as he barreled through the large pane window, spraying glass everywhere.

* * *

The basement of the Fairy Tail guild hall, while normally used for storage, it is now a place for members to nurse their broken spirits.

"We've never been on the best tears with those Phantom jerks but come on," Jet said.

"Wanna teach them a lesson?" Droy asked, agreeing with his friend.

"Back off guys," Levy instructed, "Don't you think we're in enough trouble already?"

Lucy looked around the basement, looking for that familiar blonde, wanting to know if she was alright.

"Yo, what's up kids?" Master Makarov asked, face flushed from his large consumption of alcohol.

"Uuh… hi," greeted Lucy nervously.

"Sorry we weren't here sooner," apologized Erza.

"Why the hell are you all just sitting around down here?" shouted Natsu angrily.

"How'd it go Lucy? You finish the job like a good girl?" Master Makarov asked woozily, completely ignoring Natsu.

"Yeah, I guess so."

"Master do you understand the gravity of the situation?" Erza asked.

"The guild hall has been completely destroyed!" Natsu added, still somewhat seething with anger.

"There's no need to get yourself all worked up, it's not the end of the world or anything," slurred Master Makarov before picking up another mug of beer.

"What?" Gray asked, not believing his ears.

"It just goes to show you how cowardly those dunder-heads in Phantom Lord guild really are. They struck when no one was here, is that anything worth bragging about?"

"Nobody was here?" Erza asked, confused yet relieved.

"It was after everyone had already left for the night," Mirajane said.

"I suppose we can be thankful for that, at least no one in out guild was hurt in the attack," Erza said solemenly.

"We shouldn't trouble ourselves worrying about people who don't even have the guts to face us head on. Forget about those fools," chucked the Master.

Natsu slammed his fist into the wall, causing Lucy to jump.

"Ain't gonna happen, Gramps!" Natsu shouted, finally having enough, "We can't just let them trash our place and get away with it!"

"I'm not talking about this any longer. We'll handle job requests down here until the upstairs is repaired."

"We shouldn't we worrying about jobs right-!"

"Natsu! That's enough outta you!"

"And you spanked me because…?" Lucy asked, backing closer to Gray and Natsu.

Mirajane huffed loudly, placing her hands on her hips while fire seemed to appear behind Gray and Natsu, clearly displeased with Master Makarov but for two different reasons now.

"Hands to yourself Master," scolded Mirajane.

Laughing Master Makarov leapt down from the table and skipped away from the newly returned group.

"Where you goin' old man?!" Natsu called after him.

"Ah, keep your dress on! I gotta take a leak."

"I don't understand why he's being like this," grumbled Natsu, noticing how close Lucy stood to Gray.

"Listen, this is just as hard on him as it is on you. He's mad, but conflict between the guilds is strictly forbidden by the council," Mirajane said.

"It's not fair, those Phantom creeps started it!" Natsu practically whined.

"I know," agreed Mirajane, "But that doesn't matter."

"It'll be okay, Natsu," Lucy said, taking his hands in her in an attempt to comfort him, "We'll pull through."

"If it's the Masters decision is not to retaliate, then we must respect it," Erza forced out, feeling the same as Natsu, "By the way Mira, where is Skylar?"

"She went on a job about a week ago, I – I have no clue where she is. Master Makarov tried to reach her, but he can't get through. Cana's Card Magic doesn't seem to work either."

Erza nodded and walked away, Lucy starring after her and feeling conflicted.

"Say Mira, what kind of job was this?"

"Don't worry, Lucy, I'm sure she's fine," Mirajane smiled, Lucy smiled back, but she knew that both were fake.

* * *

"Well this is a pretty big mess we're in, isn't it Plue," Lucy said while walking along the cannal's edge with her celestial spirit, "I had no idea the Phantom Lord guild and Fairy Tail had such a rivalry between them."

Plue wobbled along happily, humming to himself.

"Honestly, I thought about joining them before I met Natsu. They've got a reputation of being almost as crazy as Fairy Tail. But I love out guild, I don't regret my decision at all. Fairy Tai is my family now."

"Lucy entered her home and gasped.

"Nice place you have here," Erza complimented.

"Family who love to show up without asking first!" Lucy shouted, throwing in bag right at Natsu, "Why are you here?"

"Since the guild's been attacked we can assume Phantom Lord members are in town," Erza said matter-of-factly, sipping her tea.

"They've probably found out where everyone in Fairy Tail lives by now," Gray added.

"Where we live?" Lucy asked, shuttering at the thought.

"Mira, said it'd be safer if we held up together. You know, strength in numbers," Gray said.

"I guess she's right."

"That's why everyone in Fairy Tail's having a slumber party tonight!" added Happy.

"You are an attractive teenage girl after all. I wasn't entirely comfortable with you just being alone here with Natsu and Gray," Erza said with a smile, as Gray looked over to her with an unreadable expression, "I felt I could only relax if I stayed here as well."

"It's not time to relax," Natsu grumbled with a huff before sprawling out on the floor.

"So it was already decided that these two would stay with me?" Lucy asked, somewhat disgruntled about the whole situation, "Why'd they have to come to my place?"

"Woh, you sure have a lot of dirty clothes," Happy said, rummaging through her things.

"Ah! What're you doing?! Get outta my stuff! You better stop that right now or your both dead meat!"

"Hey Plue, you find something to eat? Don't go hogging it all!" Natsu said, scrambling over to the Celestial Spirit eating a lollipop.

"Look Erza I found some frilly panties you might like," Happy purred.

"I can't believe you actually wear something like this, Lucy."

"I need to get some shut eye, so could you try and keep it down," Gray said.

"You guys are taking this make yourselves at home a little too far…"

"We have a serious problem here, you boys hygene. I refuse to sleep in a room that reeks of sweat."

"I don't wanna take a bath right now," complained Natsu.

"But I already got into bed," agreed Gray.

"Come on boys, do we have to take a bath together like when we were kids?" Erza asked, making each boy blush brightly.

"What kind of relationship do you guys have?!"

"They're the strongest team!" cheered Happy.

"More like the _**strangest**_," countered Lucy.

* * *

"You sure this is okay?" Droy asked as the trio continued down the road.

"Shouldn't you stay with Laki and the others at the girls dorm?" Jet agreed.

"It's fine, I don't want to split up our team," Levy replied happily, unaware of the blush on each of her teammates faces.

"The three of us can face anything together!" Jet cheered.

"I'll always protect you," Droy added, just as enthusiastically.

"No, I will!" argued Jet.

* * *

Lucy quietly emerged from the bathroom with slightly damp hair.

"Okay Natsu, you're up," she said, "I'm all done with my bath."

Frowning once she realized he'd fallen asleep she turned to face Gray.

"Wanna take his place?"

"Mm."

"You should, if was so relaxing," Erza sighed.

"Geez, glad you're all so comfortable here…" groaned Lucy.

"I suppose I should get dressed," Erza said before using her Requip Magic to change, "Is this more appropriate?"

Lucy's jaw dropped open in disbelief.

"Is that really how you change your clothes?"

Erza smiled and sat down at the table before Lucy. Pouring herself a cup of tea, she then poured a second for Lucy.

"So do you have any idea why Phantom attacked us out of the blue like that?"

"I'm afraid not," Erza said, "We have had our fair share of scuffles with them in the past, but never anything on this sort of magnitude before."

"If Gramps wasn't so scared of them we could wipe out those punks once and for all," Natsu grumbled, into the table.

"Since when are you awake?"

"Come on, you know Master isn't afraid of them Natsu," Gray interjected, "You seem to be forgetting he's one of the Ten Wizard Saints."

Lucy looked bat at Gray and gasped.

"I never gave you permission to read that! Gimmie!"

"You can't snatch it outta my hands without at least telling me what happens next," Gray argued.

"Yes, I can," Lucy countered, "I promised Levy she'd be the first to read it so you're just gonna have to wait."

Erza extended her hand expectantly.

"You're not getting it either!"

Gray huffed loudly and crossed his arms.

"So what's with these Ten Wizard Saints anyway?" Lucy asked, trying to get them back onto the topic.

"It's an honor bestowed by the Magic Council. An extremely coveted title shared by the ten most powerful wizards on the continent," Erza answered.

"Really?"

"Phantom Lord's Master Joze is one of them too," Happy added.

_'That's true,'_ Erza thought, thinking of Seigrain, _'And so is he.'_

Natsu slammed his hands on the table.

"He is afraid! He's scared that Phantom had too many members for us to handle!"

"Could you please use your inside voice," Lucy requested, gently rubbing his hand and catching Natsu off guard.

"That is not true and you know it. It's just like Master and Mira said before, the consequences of us going to war with Phantom are no where near worth the fight," Gray said, "The order of the magical world is at stake here."

"But I don't understand why? Are they that strong?"

"They ain't got nothing on us," Natsu laughed, "We could take out those clowns."

"No," Erza said sternly, "If we were to engage them in battle neither guild would survive. Their strength equals ours. Phantoms Master Joze is also one of the Ten Wizard Saints, which means he's on par with Makarov. They also have an elite group of wizards similar to our S-Class known as the Element Four. However, their biggest threat may be 'Black Steel Gajeel,' I believe that he's most likely the one behind the guild halls destruction. He's known as the Iron Dragon Slayer."

"He's a Dragon Slayer too? I thought Fairy Tail was the only guild with Dragon Slayers in it," Lucy said, looking up at Natsu, "So if he's a Iron Dragon Slayer does that mean he eats iron?"

* * *

"So Gajeel, I heard you made a mess out of Fairy Tails guild hall. Ah man, I wish I coulda seen the looks on their faces. They probably ran away crying to their mommies. Boo-hoo! Somebody broke my play house! Hahahahah!"

His arm stretched out into a giant iron rod, slamming into the man's face and sending him flying. Other members around the guild hall laughed, unphased by the sudden violence.

"How many times do I have to tell ya?" he growled as his arm returned to normal, "I don't like to be bothered while I'm eating! And besides, those Fairy Tail clowns can't challenge us, we're way more powerful than they could ever hope to be."

"The die has been cast. I compliment your excellent work, Gajeel," said Master Joze as he entered the room.

"I didn't think we were hard enough on 'em. So I decided to leave them a little somethin' extra. A present that's sure to get those Fairy Tailers panties in a knot."

Master Joze grinned sinisterly at Gajeel, giving him an spproving nod.

"Very good, my boy. Be sure to take extra care that no harm comes to that one if you please."

Gajeel chuckled darkly, but nodded in understanding.

* * *

"So you all used Rock, Paper, Scissors to decide where you sleep?" Lucy asked, sitting on her bed, "Why wasn't I included?"

"This is your home, Lucy, we wouldn't take your bed away from you," Gray said.

"But we did have to decide which two were going to sleep on the floor and who would share the bed with you," Erza informed her as she unrolled a sleeping bag.

Lucy gulped upon hearing this.

"So I guess you won, right Erza?"

"Nope, I did!"

"Which means you're gonna be sharing with us!" cheered Happy as he dive bombed under her covers.

Blushing brightly everyone slowly began falling asleep one by one. It wasn't until a couple of hours passed that Natsu finally spoke.

"Are you cold, Lucy?" whispered the sleeping Dragon Slayer.

"N-no," she chattered, trying to keep herself from shivering any more.

Grumbling incoherent words, Natsu slung his arm around her waist and pulled her against his chest despite her soft protests.

"You're so warm…"

"Shh… just close your eyes…"

Happy smiled from the foot of the bed, knowing already about the Fire Dragons biggest secret.

* * *

"Could we stop at that pub over there?"

Shrugging he followed behind Skylar. After they'd leapt from the train they had landed in a large body of water, but Skylar had gotten a large gash across the bridge of her nose. They'd also spotted a Phantom Lord flag floating through the air, confusing the pair.

"… I heard that they really did a number on Fairy Tail. Totally destroyed their guild…"

Skylar's eyes narrowed as she waved down the bartender.

"…yeah all because they're after some blonde chick, what was her name?..."

"…I think it was Lucy something? She's got these huge-"

"What about Lucy?" Skylar growled, slamming her hands loudly on the table.

"Oh? Why should we tell you?"

Her companion remained in his seat, watching with mild amusement as Skylar coxed the information out of them.

"Now are you boys going to play nice and tell me what I want?"

"They're after Lucy Heartphilia, she's a run away and her father wants her home."

"Yeah and Phantom Lord will stop at nothing to get what they came for."

"And how is it you two know so much about this mission, hm?"

"Uuuh…"

"Let me take a wild guess here," she said lowering to their eye level, "You're with the Phantom Lord Guild yourselves, right? The same guild that attacked us on the train earlier today, isn't that right?"

They were both completely silent, every person in the small pub listening to the interrogation.

"Now I want you to pass along a little message to your precious Phantom Lord guild," she said darkly, rising to her full height.

* * *

The Magnolia Southgate Park.

"Excuse us, we're from their guild," Erza ordered, "Please let us through."

They were frozen by shock as they stared at the large oak tree before them. Clamped to its trunk with iron was team Shadow Gear, Phantom Lords symbol painted on Levy's bare skin.

"Levy!" Lucy cried.

"Jet, Droy!" Gray muttered as Natsu began visibly shaking.

"Phantom Lord did this."

"Master…" Erza said quietly as he joined them.

"I can take our headquarters being reduced to ruble, but I will not let harm come to my children," Master Makarov growled as his staff broke beneath his grasp, "Without taking revenge! We have no choice but to go to war!"

* * *

Magnolia Hospital, a state of the arc facility that is equipped to handle any special concerns in treating wizards.

"Droy… Jet… poor Levy…" Lucy whispered as she sat alongside Levy's bed, "Phantom Lord is heartless. How could they do this?"

**[(Flashback)]**

_ "So Lucy I heard you're writing a novel?"  
__"Uh, so the words gotten around already, huh?" Lucy mumbled, "I should've known I couldn't trust a cat and a pyro to keep a secret."  
__"Oh! I'm being rude I didn't introduce myself! I'm Levy McGarden, but just call me Levy. My friend in the hat is Jet."  
__"Hey there," he said with a wink.  
__"And that's Droy."  
__"Oh wow, you are so cute!" Droy grinned.  
__"And together we're the awesome team Shadow Gear!" they chorused.  
__"Oh that's cool," laughed Lucy.  
__"Anyway," Levy continued while sliding back into her seat beside Lucy, "I'm a horrible writer myself but I really love to read. Do you think I could read your novel sometime?"  
__Lucy blushed brightly, poking her gingers together from nerves and embarrassment.  
__"Well I-I didn't really plan on anybody reading it."  
__"What? How come?" Jet asked, "I mean what's the point on writing a book that no ones ever gonna read?"  
__"Ya know, some people say being a writer is like showing your butt to the world," Droy added playfully.  
__"You don't have to be embarrassed," Levy laughed, "Come on Lucy, please show it too me! And I'm not talking about your butt so don't get weird… the boys may wanna see it though!"  
__"But I'm not exactly finished," Lucy said as Levy wriggled her eyebrows.  
__"Alright, so when you are done I wanna be the first one to read it!"  
__"S-sure!"  
__"Yay! I can't wait!" cheered Levy happily._

**[(End Flashback)]**

"What they've done is unforgivable… they're gonna pay," Lucy said as the tears finally fell.

* * *

Oak Town is located in the northeast corner of the Fiore Kingdom. It is home to many historic buildings, but towering above them all is the massive branch of the Phantom Lord guild.

"That's priceless."

"Those Fairy clowns got what they had comin' to 'em!"

"I heard Gajeel went and took out three of them himself!"

"Ah we can't let him have all the fun."

"Yeah we need to try pickin' off a few fairy wings ourselves."

Before the three could exit their door was completely obliterated and there standing in the mids of smoke and wrechage was every member of Fairy Tail.

"FAIRY TAIL HAS COME CALLING!" Master Makarov boomed.

"Alright, who wants to play with fire?!" Natsu shouted, barreling through Phantom Lord members.

"Purple Net!" Macao said, "Now Wakaba!"

"On it," Wakaba said, "Here comes Smoke Crush!"

"Guns Magic!"

Al fired rapidly at members, knocking all out cold.

"That one's my spark shot," Al said, before returning his gun to its holster.

"Eat thi-"

"Very nice shootin' Bisca," Al thanked, looking up to his sniper partner.

"Getting' a little rusty there, Al," she teasted, before taking aim, "Target locked on: Homing Shot!"

Many Phantom members gasped in surprise as she single-handedly took out over twenty men in a single shot. Just before Master Makarov grew to his giant state, crushing many.

"He's a monster!"

"When you dare to lay your hands on this monsters children! Are you foolish enough to believe human laws would protect you from my rage?

"So powerful…"

"All the mebers are strong too!"

"Yeah, they're totally nuts!"

"I didn't know Fairy Tail was like this!"

"Pict Magic! Nature Run Wild!" Reedus said.

"Wood Make Magic: The Dam of Shy Love!" Laki said.

"What the heck is that supposed to mean lady?"

"Let's get the cat!"

"Piece of cake!"

"Oh yeah?" Happy said darkly as he was quickly surrounded, "Don't forget, I'm a wizard too! You got a problem with cats?"

"Of course not, Sir!"

"Joze show yourself!"

Erza used requip and changed into her Flame Emperiss Armor.

"Tell me! Where can I find Gajeel and the Element Four?" Erza asked angrily.

* * *

"Ah, the legend herself, Titania Erza. I guess Laxus and Mystogan are too scared to play, or do they not care? Either way Master Joze knew exactly how this was gonna go down. Looks like they're pretty good fighters… for a bunch of scum bags."

* * *

"Ugh! I can't believe everyone just took off without me! But… Levy and the boys need someone to look after them so I guess its up to me," Lucy said to herself as she walked alone, "It's raining while the suns still out?"

"Drip, drip, drop…"

"Hey who're you?"

The young woman continued towards Lucy.

"Juvia is the rain woman. It's always with me and what sort of woman are you, pray tell?"

"Uuuh… I'm just the regular kind," Lucy answered as she continued on passed Lucy.

"Drip, drip, drop…"

"What's with all the drip-dropping?" Lucy asked as Juvia opened her umbrella.

"Pleasure to meet you, I'll be going now."

Confused by the strange woman, Lucy shrugged off her uneasy feeling and returned to walking home.

"No, no, no, no, no, no!"

Lucy 'eeped' as a man rose from the ground before herself.

"I bid you bonjour, mademoiselle!"

_'Great,' _Lucy thought, _'Another weird-O.'_

"Juvia, Mon petit ami. You must not shy away from the task at hand."

"No misuser, Sol."

"My monocle whispers to me many things, monshery. It tells me this fair dove before us is our sought after cible."

"Does it? So she is the one," Juvia said, her cold gaze remaining on Lucy as she spoke.

_'Cible,'_ Lucy thought, _'That means target.'_

"Oh pardonnez-moi wa, I have not told you my name. I am Sol of the Element Four also known as Sol of the Earth.

"I've heard of the Element Four, you're with Phantom!" Lucy spat out.

"Wee, correct. We've been sent here to collect you and bring you back to the guild with us at once," Sol informed her, causing Lucy to take a fighting stance, "My fair companion is a rain woman who is also a part of the Element Four. She's known as Juvia of the Great Sea."

"You're the ones, who attacked my friends, aren't you!"

"Oh contraire, mademoiselle, a reasonable guess but we are not the ones to blame."

Lucy fought against the water as it quickly swirled around her in an airless ball.

"Don't waste your energy; my Water Lock Spell cannot be broken."

Slowly as minutes passed, Lucy became drowsy, struggling to get free almost impossible.

"Do not be afraid, we have explicit orders to keep you alive. You are nothing more than the target for our retrieval mission from the Master… Lucy Heartfilifa."

Lucy floated within the water, completely unconscious.

"The target has been captured… drip, drip, drop."

* * *

"How do you like this?"

Natsu smirked and inhaled all the flames shot there way.

"Oh yeah, now I've got a fire in my belly!"

"What the…"

"He just ate fire!"

"You don't think that he's one of those?!"

"I'm gonna blow you away, Roar of the Fire Dragon!"

"Ice Make: Lance!" shouted Gray.

"Wood Make Magic: Distance Between the Two is Forever!" Laki said.

"I still don't know what the heck you're talking about, lady."

"Guns Magic: Mud Shot!" Al said.

"Requip! Magic Shot Gun: Wide Shot!"

Gray and Natsu were back to back, frost on Gray's hands and flames on Natsu's.

"You're not doin' to bad for a snowman," taunted Natsu.

"I could say the same about you, ya pyro," Gray shot back.

"Got 'em right where we want 'em, don't we," Wakaba said.

"You betcha," agreed Macao.

"Erza! I'll leave the rebel to you," called Master Makarov as he headed up the stairs.

"Sir!"

"Joze must be lurking on the top floor, when I find him they'll be hell to pay."

"Please, be careful," Erza whispered.

* * *

"Damn it! Damn it! Damn it!"

He watched as Skylar took down yet another tree, her magic power leaking from her body as she seethed with rage.

"Skylar, you need to calm down, we'll make it back to them in time."

"They're after Lucy!" she hissed, feeling the tears prick her eyes, "And I wasn't there to keep her safe because of my own selfish reasons!"

He took her in his arms and held her as she tried to pull herself together.

"You couldn't have known, Skylar, this wasn't something any of us could predict," he whispered in her ear, "You know that Natsu would never let anything happen to her without taking revenge either. She will be safe, have fiath in your fellow guild mates."

"Heh," she looked up at him with a teary smile, "When did you become all wise and knowing?"

* * *

"Now that their little boss mans outta the way it's time I threw myself into the mix."

"Card Magic: Lightning, Reverse Tower, Lover!" Cana said, "Rain of Lightning!"

"Come on, man up! Don't you wanna be like me?" Elfman said.

"Woh, that guys a brute!"

"What happened to his arm?"

"It's Take-Over Magic."

"Why would anyone let a monster take over their arm?"

"That's _**Elfman**_!"

"I've heard of him, he kills monsters then absorbs their power, they call him _**Beast Arm Elfman**_!"

"Heh, heh, heh, heh…"

The entire guild hall shook as he landed on the balcony, having judt dropped from the rafters.

"Who's that?"

"It's gotta be…"

"It's the Iron Dragon Slayer," Erza growled, "Black Steel Gajeel."

"You attacked Levy and our guild!" shouted Naab.

Gajeel slammed his fist into the Fairy Tail member, his arm lengthening as it turned to iron. He shot him across the guild hall, knocking over anyone in his path like bowling pins.

"What the- he just knocked out his own guild mates with that attack!" Gray exclaimed.

"Heh, heh, show me what you got, unless you scum are too scared to face the great Iron Dragon Slayer."

"Too scared?! Real men have no fear!" Elfman shouted while charging Gajeel.

His arm became iron and blocked Elfman's fist.

"You're Elfman, right?" Gajeel asked before attempting to punch him.

Elfman quickly dodged all attacks, catching his right foot.

"Aah, not bad big guy."

"Well that's cause I'm a real man," Elfman retorted smugly.

"Yeah? Then let's see how a real man handles this!"

Gajeel sent more iron rods from his leg and slammed them into his own men.

"They're Phantom! You attacked your own men?!"

"Cause I knew it'd distract you!" laughed Gajeel as his free fist slammed into Elfman and sending him backwards. Without even a second to react Natsu was in Gajeel's face, using Elfman as a spring board. He sent Gajeel flying backwards into their bar, making everyone gasp.

"Woh, that kid sent him flying!"

"Nobody's ever done that before!"

"Allow me to introduce myself, I'm Fairy Tail's Dragon Slayer," Natsu said, "Elfman leave this guy to me."

"Come on," Elfman groaned, "First you use me as a spring board and now you wanna steal my man-to-man fight?"

"Iron Dragon Claw!"

Natsu held on tightly to Gajeel's iron arm as he slid backwards.

"Natsu!" Erza shouted in worry.

"You destroyed our guild hall and you attacked Levy and her team. I'll make you pay!"

Natsu threw him into the rafters. Gajeel flipped over in the air and propelled from the beam back to Natsu. His first was blocked and Natsu sent him flying again.

"Wooh, this kids fired up now," smiled Wakaba.

"Yeah, I'd hate to be that other guy," agreed Macao.

"He's quite a wizard," Erza smiled.

"Alright fine, you're manlier than I thought, I'll let you have this one but you gotta promise me that you're gonna-"

"You bet, I'll beat him to a pulp!" Natsu smiled.

"Nice try, but I'm still standin'," Gajeel said as he rose from the ruble.

"True, but you won't be for much longer though," taunted Natsu.

"Oh yeah?" Gajeel asked before sending Natsu flying.

"Bet that hurt," muttered Gray.

"Aaw, what's the matter? You can dish it out but you can't take it?"

Flames encompassed Natsu as he jumped to his feet, grinning deviously.

"It's gonna take a lot more than that to keep me down."

"You seriously think you can beat me, pyro?"

Two magic seals appeared on each of their hands.

"What do ya mean think? I know I can."

"We'll see about that!"

Natsu and Gajeel's fist single-handedly.

"Your steel beams can't even tough me, you better start steppin' up your game!" Natsu growled, still covered in flames.

"The rumors are true, you're way more powerful then you look. That actually burns a little," Gajeel taunted, his arm returning to normal, "Though I heard that the great Salamander was a girl, not some dude."

Natsu smirked, "Oh, _**she**_ is way more vicious than I am, I'm just gettin' warmed up. Cause you ain't seen nothin' yet!"

They starred one another down before lunging forward, creating craters in the floor from their magical pressure and force of their attacks.

"How do you like that, punk?"

"Don't get cocky, it won't happen again," Gajeel replied as he hung upside down from a beam.

Again Gajeel looked Natsu up and down just before the entire guild began to shake.

"Everything's shaking," Wakaba stated.

"Looks like they're going at it," Macao commented.

"I don't like the sound of that," Gray added.

"This is what happens when Master Makarov's angry," Cana chuckled.

"It's called the Giants Wrath, nobody can stop him now," Naab said.

"When he gets angry, the Master's even manlier," Elfman said.

"Prepare to fight," Erza ordered, brandishing her sword, "We cannot lose as long as long as Master Makarov's still with us!"

* * *

The wall completely disintegrated from Master Makarov's immense magical pressure.

"Joze!"

"Look what the cat dragged in…"

"Why are you attacking Fairy Tail? Tell me!"

The glass in the windows shattered as Master Makarov stood before Master Joze. His pressure so strong the ground itself began to crack beneath him.

"I haven't seen you in quite a while Makarov, six years ago at a Guild Masters Conference. I remember that day, I was a complete mess. I can't hold my liquor as well as the rest of you."

Master Makarov slammed his suddenly gigantic fist into Master Joze.

"I didn't come here for small talk, I want answers Joze!"

The dust settled as Joze laughed to him.

"A projection? You coward, I should've known you'd flee with your tail between your legs."

"It's not cowardice, I'm simply trying to avoid a fight between two of the Wizard Saints. In avoidance of that mess, I prefer a victory without all of the commotion," Joze replied calmly.

"Why are you hiding? Come out and face me like a man!"

Master Joze chuckled darkly, his gaze lowering to the floor before himself. Slowly a second projection appeared, one of a young blonde unconscious female.

"L-Lucy? But why?"

"Why you ask? You mean she's a member of your guild and you don't know?" asked Master Joze with mild surprise, "Well I'm surprised that Miss Lucy Heartfilia never told you the truth."

"No don't!"

Master Makarov whipped around as wind began stirring around them.

_'Where'd he come from?'_ thought Master Makarov, _'I couldn't even sense his presence!'_

"It's so sad, so sad!" exclaimed the weeping man behind Master Makarov, "It's heart-breaking! Why am I suddenly feeling so melancholy?"

He fell, crashing to the ground amongst his fighting children.

"It must be because the world has just lost a great wizard."

_'What happened to me? I feel weak,'_ thought Master Makarov, _'My magic, it's gone!'_

"What the…" Elfman wondered.

"Something fell from the rafters!"

"It's Gramps!" Natsu exclaimed.

"Is he okay?!" Gray asked.

"Master!" Erza shouted.

"Such sorrow…"

"Makarov is powerless now thanks to Aria of the Heavens, a member of my Element Four. He has the ability to make others wizards power just disappear into thin air."

Everyone watched silently as Master Joze came down the steps into the guild hall. Before him floated the hologram of Lucy.

"I think it's safe to say we've won this round, Fairy Tail."

"M-my power is, m-my m-magic is…"

"Master calm down," Erza said.

"What happened to him?" Cana asked, kneeling down beside Erza.

"I don't know, but I don't sense any magic energy comin' from him at all," Gray answered.

"Gray are you saying he's just an ordinary old man now?" Elfman asked.

"No, that can't be!" Happy cried.

"Come on Gramps, you can pull through this!" Natsu pushed.

"Guess the funs over and just when things were starting to get good," Gajeel complained.

"I don't understand, Gramps is so powerful, how'd they beat him?" wondered Gray.

"Only way to find out is to go and fight them ourselves," Elfman suggested.

"The Masters been defeated!"

"For real?"

"What? He's out?"

"You guys, we can beat them."

"They're not half as strong without their Master."

"And we've got Gajeel and the Element Four on our side."

_'This is bad,'_ thought Erza.

"NOW'S OUR CHANCE! LET'S GET 'EM!"

"Don't you start getting cocky!" Natsu shouted, sending many flying away with his flames.

"Ah crap, what now," Gray growled.

"Oh no!"

"CANA!" Wakaba shouted.

"Here just in time, you're lucky," Macao strained out, blocking the attack from Cana.

"You shouldn't push yourself so hard, you're too old for this," Cana said.

"I'm not old!" argued Macao.

Rising to her feel she looked around at her comrades as they slowly began to lose their edge, falling one by one.

_'We can't do this, not without the Master,'_ Erza thought, _'We aren't strong enough without him and our morals dangerously low.'_

"We must retreat! Everyone back to the guild at once!"

"What? No way!" Gray argued.

"Real men don't retreat!" Elfman agreed.

"I still got some fight in me," Macao said.

"Me too!" Cana added.

"We can't stay, we don't stand a chance against Master Joze. Now retreat, that's an order!"

"There they go, I knew it wouldn't be long before those gutless cowards gave up and started running for their lives," Gajeel said disapprovingly.

"They're retreating with sorrow in their hearts."

"Aria, nice to see you're just as creepy as ever," Gajeel greeted, "I gotta commend you on talking down that Fairy Tail geezer."

"I just followed Master Joze's orders, but thank you!" Aria said, bursting into tears again.

"Why're you always crying? Jeez, cut it out," Gajeel said, his eyes on Natsu, "So what happened with that Lucy girl?"

Natsu looked up upon hearing Lucy's name, listening intently.

"She's been captured. The poor retch is being held in a gloomy cell at headquarters," Aria informed him.

"So much for giving her a warm welcome, huh?" Gajeel laughed.

"No way…"

"Is there something wrong?" Happy asked.

"Grr, GAJEEL!"

"Hmm? We'll finish this someday, Salamander."

Both Gajeel and Aria disappeared from sight and were gone.

"Those jerks… kidnapped Lucy!"

"Everybody out, let's go!"

All of the Fairy Tail member rushed away, chased by all the members of Phantom Lord.

"N-no!" cried the member as Natsu grabbed him by the arm, "The Salamander… at that cat!"

"You got it, buddy! We need to chat."

"Please don't burn me!"

* * *

"Did you feel that?" she asked, looking farther ahead of them, "It felt like…"

"I found you," he said gruffly.

"Mystogan…"

"Makarov has declared war on Phantom Lord's guild," Mystogan said quietly, "He has fallen and Lucy has been taken hostage."

Skylar's eyes widened in shock.

"Skylar, I know that even though Phantom Lord has won this round, Master Joze still plans to attack Fairy Tail's guild hall," he continued solemnly, "Where every single member is right now. He will use the Jupiter Cannon."

"What?! That's crazy, he'll kill everyone!"

Mystogan nodded in agreement, "Which is exactly why I came to you, you can save them. You can stop the Jupiter Cannon."

"Are you serious? You're sending her to her death!"

"The Jupiter Cannon fires from a combination of the four elements: Earth, Fire, Air, and Water. If you could find a way to separate the four elements, then you can save everyone at the guild."

On that note Mystogan turned and began to walk away.

"The four elements huh?" she smirked, "What are you going to do? You better help out the guild too, Mystogan!"

He waved over his shoulder and disappeared into the light.

"You think he's gonna help?"

"He better, otherwise I'll kill him," she muttered.

* * *

"So what are we gonna do now?"

"Isn't it obvious? We're gonna go save Lucy," Natsu said before turning his attention back to his hostage, "Alright pal, where is she? Tell me."

"H-how should I know? I don't know Lucy."

Natsu's blazed with flames and the man he was dragging screamed out in pain.

"Start talking."

"I already told you dude, I don't know nothin'! I'm serious dude, now put out the fire!"

"If you Phantom guys hurt another one of my friends I swear I'll burn every one of you to a pile of ash."

"Aaah! I'm tellin' ya man, I never heard of this Lucy chick! If I knew where she is I would of told you by now!" he cried.

"Funny you should say that cause I should've burned you to a crisp by now."

"Aye!" agreed Happy.

"Our headquarters are up there, if I had to guess they've probably got her locked up there, okay?"

"You should've said that in the first place!" Natsu shouted angrily, his voice echoing through the cliffs.

"Aye!"

* * *

"What the… how did I get here?"

Sitting up slowly, she looked around the dirty jail cell.

"So you're finally awake, I was getting worried about you, Lucy."

Her eyes focused on the man watching her through the bars of the cell door, trying to make out face.

"Who are you?"

"I am Master Joze," said the oddly dressed man as he entered the cell, "Of the Phantom Lord guild."

'That's right,' thought Lucy, 'I was captured by two of the Element Four.'

"I'd like to apologize for this dingy cell and being tied up must be degrading, but I'm afraid I had no choice my dear. That is how you treat a prisoner after all."

"You're the jerks who attacked my friend Levy!" Lucy angrily accused, "You better let me go, my friends are gonna come looking for me."

"Depending on your willingness to cooperate," he continued, unfazed by her outburst, "I'm fully prepared to treat you as Phantom Lords esteemed guest, rather than a lowly prisoner."

"What do you mean by that?" Lucy questioned before screaming out, "Eek! The bug crawled on me!"

"See you don't want to stay in here do you? I have a beautifully decorated sweet waiting for you, if you promise to behave," he purred.

"What does your guild keep attacking us?" Lucy asked, ignoring his previous statement.

"Who is 'us'? Oh I'm sorry, are you talking about Fairy Tail? It was a means to an end, that's all."

"What?"

"You see, we were working towards our main objective of acquiring a certain someone. They happen to be a member of Fairy Tail, so if we have to destroy the guild to get ahold of them, then so be it."

"Who are you talking about?" Lucy asked, completely clueless.

"Oh my my, you're such a naïve young lady, not at all what I'd expected from a Debutant."

Lucy's eyes widened in surprise.

"I'm talking about you of course, Lady Lucy, the privileged daughter of the wealthy Heartfilia Family."

"But… how did you find out about that?"

"You know, I'm surprised you never told your fellow guild members the truth. And I don't understand why the daughter of a wealth tycoon would stoop to such cheap and dangerous work as wizarding for such a low-class guild. Do you?" asked Master Joze with mild curiosity.

"So I've been… kidnapped?" she asked, her stomach clenching at the word.

"No my dear, I swear it's not like that. We're not looking for ransome money, we're just doing our job. We were hired by your father to bring you home to him."

Lucy snorted, looking to the ground disbelieving.

"No, I don't understand. Why would he want me back?"

"Why do you seem so confused, any father would go looking for a daughter who ran away from home."

"Not him," Lucy spat, "Honestly I'm shocked he even noticed I was gone. I'M NOT EVER GOING BACK TO THAT HOUSE! I DON'T WANT ANYTHING TO DO WITH HIM!"

"Oh dear," he chuckled, "I should've known that you'd be problematic."

"Well you might as well just let me go."

"I'm sorry but I can't do that."

"Please," Lucy said before turning bright red," I need to go to the bathroom."

"Give me a break, you don't think I'd fall for the oldest trick in the book, do you?"

Master Joze crossed his arms and watched Lucy squirm around in her discomfort.

"No for real, I'm dying here," she whimpered.

"Fine then, go ahead," he said, gesturing to the bucket only a few feet away from Lucy.

"A bucket?!"

"I'm ready for any old trick you might throw my way," he laughed, proud of himself.

Lucy sighed and rose to her feet.

"This'll have to work."

"You're gonna do this?!" he exclaimed shocked, "Well… I have never met such a vulgar young lady! I'll turn away because I'm a gentleman."

Lucy watched him fall to the ground holding his crotch with a satisfied grin.

"You know, there's a reason old tricks are still around, cause they work!"

Lucy hurried over to the cell door and gasped in shock.

"Oops I forgot to mention, this cell is several stories high."

She whipped around and was face to face with the creepy Master Joze.

"I must admit you really did a number on me young lady, but you're not going to get away with it. You will be punished; I'll show you just how terrifying Phantom Lord can be."

Looking over her shoulder, she glanced down towards the ground before taking a deep breath and stepping.

'I heard him in the distance,' thought Lucy as she fell, 'I know he's here!'

"NATSU!"

"LUCY!"

He lunged forward and caught Lucy, sending them both into nearby ruble. He spun them around as he held her protectively in his arms, not letting her touch the ruble at all.

"Woh, it's raining Lucy's!" Happy said as he waited for the dust to settle.

"I made it just in time," Natsu grumbled into her chest.

"Yeah, thank you… I knew you'd save me…"

Both getting to their feet, Natsu began working on the ropes that held her arms bound.

"There ya go, are you okay?"

She nodded while rubbing her wrists quietly.

"I think so."

"That's good news," Happy said with relief, "Okay we better head back to the guild."

"What? That's their headquarters! Let's get 'em!"

"We can't, Erza told us to retreat!" Happy argued.

"Cause she's a wimp. I'll face those guys by myself if I have too." Natsu retorted.

"But you saw what they did to the Master!"

"Exactly, that's why I wanna get revenge!" Natsu cried.

"You're not strong enough to fight 'em on your own!"

"What did you say?"

"I said you can't!"

"I heard you the first time!"

"Everybody's hurt!"

"I'm not hurt!"

"No, but Naab's got a broken arm!"

"So what, I'm stronger than him anyway!"

"Macao's beat up too!"

"Yeah, cause he's an old man!"

Lucy watched as the two continued to argue, tears quickly forming in her eyes.

"I'm sorry… I'm so sorry. All of this… everything… it's my fault," she said, trying to hold back her sob, "But I don't want to leave, I wanna stay with you guys! Cause I love being in Fairy Tail!"

"Hey what's wrong? You're crying, why're you upset?" Natsu asked confused.

"You can tell us," Happy added.

Lucy continued crying, hiding her face in her hands.

"You're one of us, you don't have to leave."

"Come on, let's go back to the guild," Happy said softly.

"Yeah okay," Natsu agreed, "I guess we otta. Time to get up, let's go Lucy."

"Don't be so rough with her, remember, girls are delicate."

"How about I carry you on my back, is that cool with you?"

"Aw! Look what you did," Happy accused, "You made the poor girl cry again!"

"I was just trying to help!" Natsu exclaimed as he gently picked Lucy up.


	6. Phantom Lord: Part Two

_I do not own __**Fairy Tail**__. __That would be __**Hiro Mashima**__.  
The __only thing__ that __**I own**__ is the __**story line**__._

* * *

Hidden away in Magnolia's East Forest you'll find a tree house where an old friend of Master Makarov lives. Porlyusica is a highly skilled healer but she lives a life of seclusion because of her hatred of man-kind. Her specialty is in the treatment of aliments that were caused by magic; which is why the Master has been brought to her.

"What you do that for?!" Al questioned after Porlyusica slapped the unconscious Master Makarov.

"Hey! We wanted you to cure our Master, not make him worse!" Bisca added.

"It's what he deserves for pushing himself so hard at his age," she said flatly, "Honestly; you're such an old fool."

She then turned to Al and Bisca with an angry glare.

"Don't you think you should be leaving now? I'm sick of looking at you!"

"Well can you at least tell us what his condition is?" Al asked forcefully.

"We wanna help you take care of him!" Bisca pushed.

"Just go home. Those ridiculously worried faces of yours will only aggravate his condition. These symptoms suggest a powerful wind spell was used, my guess, the spell known as Drain. This terrible spell drains its victim of all their magic abilities. Their powers then drift along the winds until they have dissipated completely. If only you'd gathered Makarov's powers when they were initially drained, he could've recovered quickly. But as things stand now it'll take quite a bit longer."

"How long do you think?" Al asked.

"I'm sure the others will wanna know," Bisca agreed.

They were all silent for a moment then Porlyusica turned around completely furious.

"Why're you still here? I thought I told you to leave!"

"I'm sorry Ma'am; I thought you were talking to us this whole time!" Al answered nervously.

"Of course I wasn't! I can't stand the stink of ya! Get outta here already! GO!" she shouted, seeming almost comical as she chased them from her house with a broom.

* * *

"Ah man this stinks."

"I can't believe we had to retreat."

"It's just not fair."

"We should go back, we have to get revenge for what they did to Levy!"

"We'll make them pay!"

"Okay, so their headquarters is here, so I'm thinking we should try to hit them with some long-range spells from this southeast hill," Macao said while look at the map.

"I'm bringin' out all my Explosive Lacrima's next time!" Wakaba said.

"Hey guys I'm gonna need spell books for Holder Type Magic from the archives," Macao ordered.

Gray looked back at Lucy's sad expression as she sat atop a small stack of boxes. Natsu stood beside her leaning against the wall.

"Don't worry, we'll get 'em back for this," Gray reassured.

"I know… I'm not worried about that," she replied, starring at her shaking hands, "It's just… all my fault."

"Being targeted by dangerous people is just one of the downsides of being rich. Least you're protected by a real man, like me!" Elfman said.

"Hey!" Gray snapped, "Would you give it a rest already."

"I gotta say, I was shocked when I heard the news. Why'd you hide the truth from us, Lucy?" Happy asked.

"I wasn't trying to hide anything, I mean there's no way to bring up the fact that I'm a runaway in casual conversation. I've been gone for two years and my Father hasn't cared. Now all of a sudden he wants to force me to come home? He's done all those horrible things just to get me to go back. I hate his guts!" she explained, "Still if I hadn't run away in the first place none of this would have ever happened."

"Come on, don't be ridiculous. Your dads the one to blame," Elfman said.

"Idiot!" Gray growled.

"Uuuh! I mean its Phantom's fault!" he corrected quickly.

"No, I'm the one who brought trouble to the guild and it's all because of my own selfish choices. I'm so very sorry. I'm just gonna go back home and hopefully all this will be over with."

"I don't know about that, I can't see you playing the part of the pretty princess sitting around in your mansion," Natsu said, taking her shaking hands in his, "Laughin' with us in this filthy guild hall, goin' on adventures even though you freak out all the time, that's who you really are. You said you wanted to stay with us, with me and Happy, right? Why would you ever go back to the place you ran away from? Come on, who're you tryin' to kid? You're Lucy of Fairy Tail, no more runnin' cause you belong here with us!"

Lucy bit her lip as the tears began rolling down her blushing cheeks.

"Ah, don't cry, it's just not like you," Gray mumbled.

"Yeah please! Real men are weak to womanly tears!" Elfman agreed.

"S-sorry!"

* * *

"Come on!" Cana groaned as her cards fell around herself, "I'm not getting any kind of read on where Mystogan is! Skylar either!"

"Oh dear, you did your best," comforted Mirajane.

"If Lucy's their real target they're bound to attack and I would bet it's sooner than later. Right now we've just got too many wounded to put up much of a fight," Cana said.

Mirajane frowned, turning her attention back to the Transmission Lacrima before herself, the image of Laxus inside.

"Master's seriously injured and we can't seem to locate Mystogan or Skylar… you're the only one left that we can turn to. Help us, Laxus."

The desperation in Mirajane's voice caused Cana to take another drink from her bottle.

"We could really use you about now. Fairy Tail is in terrible danger."

"Man, Makarov is fucking pathetic!" laughed Laxus, "I don't see how this is remotely my problem. Your big girls so deal with it yourselves."

"So you're not going to help us?" Cana asked angrily.

"Course not. Why would I? That senile old toad started this mess, why do I have to be the one to clean up his mess?"

"Please Laxus, Phantom's trying to kidnap Lucy," Mirajane almost pleaded.

"Who? Do I even now her? Oooh wait, is it that new girl that looks a lot like Skylar? I'll tell you what, if you talk blondie into being my woman I'll do anything she wants."

"You are such a pig!" Cana shouted.

"Are you sure you wanna talk that way to a guy you're begging to help ya? Do me a favor, if that geezer manages to pull through this tell him he's over the hill and he should hand the guild over to me!"

Laxus continued to laugh until the orb shattered, tears dripping down Mirajane's cheeks.

"Mira…"

"I don't understand. How can someone in Fairy Tail be so heartless and cruel? I can't just sit here and watch, I have to join the others and fight!"

"Wait, don't be ridiculous!" Cana said, grabbing onto her arms.

"I feel totally useless being stuck here at the guild hall, I wanna help!"

"I understand, but you'll only get in the way as you are now. Even if you were once an S-Class wizard," Cana said, hugging her tightly.

_'The Master's not here with us, neither is Mystogan, Laxus, or Skylar, and so many of us are wounded,'_ thought Erza as she stood beneath the spray of the shower, _'How could we possibly handle another battle?'_

Tears began slipping from her eyes as she punched the wall again and again.

"What was I thinking, why didn't I go with him?! This is all my fault. I'm a disgrace!"

* * *

Everything shook, dust fell from the ceiling.

"Hey, what's going on?" Gray asked.

"OUTSIDE!" shouted Al from the top of the basement stairs.

"What is that thing?" Natsu asked.

"It's a guild hall with ginormous legs!" Happy answered, just as shocked.

"How do we fight that thing?" Wakaba asked.

"I never anticipated this! I never thought they'd go to such extremes to attack us," Erza said as the large cannon was suddenly aimed for the guild hall, "RUN! GET OUT OF HERE NOW!"

"Erza!" Mirajane shouted.

"Don't be stupid!" Macao called after her.

"She Requipt!" Cana said.

"What're you doing?"

"Protecting the guild hall!"

"That's her Adamantine Armor," Happy said.

"Is she gonna try to bloke the cannons shot?" Bisca asked.

"But there's no way her armors gonna hold out against a blast that strong!" Al said.

"You're risking your life, this is ridiculous!" Wakaba agreed.

"Just stay back!"

"ERZA!" Natsu shouted.

"You won't be able to stop her," Gray said, holding Natsu back, "We just gotta have faith in her."

"No-"

"Element Four: Earth, Air, Water, Fire! I call upon thee!"

Lucy whipped around as the cannon fired to see Skylar standing on the roof of the guild hall, holding four keys in her hand. She looked to Erza who slammed the two pieces of shield together, a large seal created and blocking the attack. Erza groaned, her armor slowly cracking from the powerful blast. Yet she was not standing there alone, four others stood with her helping to lessen the blast. Just as the blast ceased her armor shattered and shot Erza backwards, rolling across the ground.

"Looks like I made it… just in time…" Skylar panted, grinning to Lucy.

"I don't believe this…" Macao said, "She actually managed to stop it."

"Once again, Erza's the manliest one in the guild," Elfman stated.

"Yeah but look," Cana said.

"You okay? Say something!" Natsu said frantically rolling Erza onto her back.

_**"Makarov has fallen and now Erza can no longer stand,"**_ boomed Master Joze's voice, _**"Any chance of victory has slipped through your fingers. Surrender Lucy Heartfilia immediately. You have no choice."**_

"That's not gonna happen!" Al shouted.

"Like any guild would hand over one of their own to a monster like you!" Bisca agreed.

"You hear that? Lucy's staying put!" Macao shouted firmly.

The entire shouted at Master Joze, agreeing with Al, Bisca, and Macao.

_**"I won't ask again."**_

"Maybe I should just go with them," Lucy whispered to herself, tears slipping down her cheeks, "Give myself up."

"We would never betray her like that!" Erza shouted.

"YOU'D HAVE TO KILL US FIRST!" Skylar and Erza said in unison.

"You can stop asking now 'cause we ain't gonna give you any other answer! WE'RE TAKING EVERY ONE OF YOU JERKS DOWN!" Natsu shouted.

More tears continued to roll down Lucy's cheeks before Skylar pulled her into a tight hug, shielding her somewhat from the Phantom Lord's guild hall.

_**"If death is what you want I'll give you a second helping of Jupiter. You've got fifteen minutes to ponder the folly of your actions!"**_

"No way," Elfman muttered.

"What'll we do?" Cana asked.

"Erza!" Mirajane exclaimed as she became unconscious.

"Oh no! She's out! And she's the only reason the rest of us are still standing after that first shot," Gray said.

_**"You're in quite a quandary, aren't you Fairy Tail,"**_ Master Joze said as thousands of his Dark Shades began emerging from his guild, _**"There are only two ways this situation can play out. Either my troops will tear you apart or you'll be blown away by Jupiter!"**_

"Are you kidding me?! If he fires at us he'll kill his own men!" Macao said.

"Surely he's bluffing, who'd do something like that?" Wakaba asked.

"No, he's gonna do it," Cana said flatly, "Those Phantom soldiers were created by Joze's shade magic. They're not human so it won't matter to him if they're destroyed."

"What the hell are Phantom Soldiers?" Bisca asked.

"You're saying there ghosts?" Al asked.

"We gotta do something to take out that Jupiter Cannon," Cana said.

"I'm gonna smash that thing to pieces!" Natsu called back, "I got 15 minutes to wreck it, right?"

"Mhm," she answered.

"Come on Happy!"

"Aye Sir!"

"Kay Elfman, we're gonna storm the place too," Gray said, running after Natsu and Happy.

"Oh yeah!"

"And we're gonna stay here to protect the guild hall, you with me?" Cana said, pulling out cards.

Lucy watched as two of the four people carried Erza inside the guild hall, Skylar and Mirajane following behind them.

"Skylar, I thought you couldn't use Celestial Magic or Gate Keys?" Lucy accused as Erza was lain flat on a table.

"I can't," she said plainly, "Though they are Celestial Spirits, they are nothing like your Gold and Silver keys."

"Yeah, for real, we're much stronger than them," said the red-haired man.

"But I saw you summon them with keys!"

Skylar groaned and threw her ring of keys at Lucy before a glowing light shown beneath her hands.

"I have special keys, unknown keys that are classified as 'Lost Magic'," explained Skylar, "These four are ironically known as the Element Four. Regales is fire."

The red-haired man smiled and snapped his fingers right before a small flame swayed on his index finger.

"Marigold is Earth."

The brunette handed Lucy a small daisy.

"Niko is Water."

The blue-haired man smiled and waved.

"And Cirrus is Air."

The silver haired woman smiled and gently blew air around Lucy.

"The reason I summoned them to help our Erza is because when the cannon fires the blast is a combination of those four elements and though we could not see a difference, these four could. Them standing there lessoned the blast by over fifty percent, they saved Erza's life."

"I have never heard of this kind of magic before though," Lucy said, still very much confused.

"There is nothing wrong with that," Cirrus replied.

"I like being a surprise," agreed Marigold.

"Cirrus, could you help me?" Skylar asked, "And Mirajane could you take Lucy outside?"

Without another word Mirajane grabbed onto Lucy's wrist and lead her outside.

"We have a hideout; I want you to stay there until this is all over."

"No, it's my entire fault that we're in this mess. I can't just abandon everyone while they're out there fighting for me!"

"It's not your fault Lucy, I don't see it that way and neither does anyone else. We're not just fighting for you, it's for all of us. It's for the honor of our guild. We're proud to fight this battle, each and every one of us. Please, just do as I say," Mirajane said before holding out her hand.

Lucy fell unconscious and the white haired wizard caught her before she could hit the ground.

"Reetus, take her to the hideout," instructed Mirajane.

"Wee!"

In a flash a wagon was before them and he raced off with Lucy in the back.

"I'm counting on you to take care of her.

_'I may not be strong enough to join the others in battle,' _thought Mirajane, _'But there are other ways I can help my friends. Jupiter's gonna fire again in fourteen minutes. Don't let us down, Natsu!'_

* * *

"Yee haw!" Bisca cheered.

"Bring it on!" shouted Wakaba before one of the ghosts flew right through his body, "What the… I feel so weak! I can't even stand."

"Wakaba! Man what the heck are these things?" Macao asked.

"Whatever you do, just don't let them touch you!" ordered Regales as him, Marigold and Niko joined the fight.

"That is correct, with a single touch my phantoms can weaken your life force. Shade Magic!"

"So we just don't touch them right," said Al.

"Let's give them a taste of what we do," Bisca smiled.

"Loading Guns Magic: Sunlight Shot!" Al said, killing many in his powerful blast of light, "Show them what you got Bisca!"

"Yeah! Requip: Gun! Yee haaw!"

"Alright!" cheered Macao.

"That's more like it," Wakaba smiled.

"Nice shootin' Lady," Cana laughed.

"Ah come on!" groaned Bisca as the ghosts reappeared.

"They can regenerate?!" Al said.

"Now what?" Cana asked.

"Man that just ain't fair," Wakaba said.

"We can't seem to catch a break," agreed Macao.

"They'll be no end to 'em if we fight like this," Regales said before freezing mid-step, _'What's that? I've got a bad feeling all of a sudden.'_

* * *

"Ah crap! I'm barely even scratching the surface!" Natsu groaned in annoyance.

"I guess we're just going to have to destroy in from the inside, huh," Happy said.

"Alright, let's do this," Natsu said as the two ran down the inside of the barrel.

"Aye!"

Reaching a large room they noticed four different colored orbs surrounding a large one in the center. A clock face quietly ticking away on the ceiling.

"Woh what is all of this?"

"_**Eleven minutes until Jupiter fires."**_

"They must be using that lacrima to collect magic energy."

"Yeah but why do they need one as big as that?" asked Natsu.

"Cause magic focusing cannons don't fire regular ammunition. Instead they fire concentrated magical power!" Happy explained.

"I didn't get most of that but all we've gotta do is destroy that thing, don't we?"

"I can't allow that."

"Is he a guard?" asked Happy.

"Doesn't matter," Natsu said, jumping down with his fists ablaze, "Anyone who gets in my way is goin' down!"

"I don't think so."

"Like I care what you think? Now get out of my way!"

Natsu then hit himself square in the cheek.

"Natsu why'd you hit yourself?" Happy asked confused.

"I didn't hit myself, my fist just went crazy!" defended Natsu.

"It seems to me you're getting in your own way," the man said, seeming to have never moved.

_**"Ten minutes until Jupiter fires."**_

* * *

"Thanks for the save, Cana," Bisca thanked.

"You can't let them catch you with your guard down. We need everybody on their feet to fight these guys. Those heartless creeps in Phantom don't understand how painful it is to watch your friends fall or have your guild hall destroy. Whatever we do we cannot allow them to take Fairy Tail down!"

"Only nine minutes until Jupiter fires again," Mirajane said just as Skylar stopped healing Erza, "How is she?"

"She'll be just fine," Cirrus said with a smile, "Where'd Lucy go? I like her."

Skylar smiled and pulled her hair up into its usual ponytail.

"She's safe, Loki can pass through the gate freely as long as she wears his ring," Skylar explained, holding up her hand for Mirajane to see, "Regales can also pass through the gate without being summoned."

"Will you be okay to join the fight?" Mirajane asked, seeing Skylar sway slightly as she stood.

"She'd fight even if her arms were broken," teased Erza weakly as she began to wake, "Quite admirable."

Skylar smiled and hugged her friend tightly.

"Thank you," she whispered.

* * *

"Move it buddy, I've got a cannon to demolish!"

"All you gotta do is shatter the giant lacrima and it won't be able to fire anymore," Happy said.

"You can certainly try, but I won't let you."

"Seven minutes until Jupiter fires."

"I'm runnin' out of time! Shut up and let me do my thing!"

Natsu's fists lit blazed with fire as he jumped up to smash the large lacrima a second time. The odd man yawn and smiled a sadistic grin when Natsu punched himself a second time.

"You okay?" Happy asked, flying over to him.

"That hurt, I did it again. What's going on?"

"Who cares! We don't have much more time!" Happy said frantically, "Forget about this guy. It's the cannon, we gotta break it right now!"

"I'll show you!"

"Hey did you hear what I said?!" Happy shouted after him.

Natsu's fists went crazy and flames began spinning around him and spinning himself as well. The man kicked Natsu across the room, sending him into a wall.

"_**Six minutes until Jupiter fires."**_

"I'm Totomaru and I have complete control over the element of fire."

"Wait, I bet you're one of those whatchamacallit five guys, aren't ya?"

"Jeez they're called the Element Four, Natsu! How could you not even get the number part right?" Happy asked.

"Yes and any form of fire is my play thing to do with as I please."

"You gotta be kiddin' me," Natsu groaned, getting to his feet.

"It doesn't matter if its natural or magic. All fire will yield itself to my command alone."

"Hate to break it to ya," Natsu said strongly, "But you ain't controlling mine!"

"Would you quit wasting your time with this loser and start focusing on how to keep that cannon from firing!" Happy said.

"This isn't going to go well for you, my dear fire wizard," laughed Totomaru.

All the orbs began glowing, each sending a beam of energy to the giant lacrima in the center.

"Oh no it's starting to activate again!"

"_**Fire minutes until Jupiter fires."**_

Totomaru chuckled, amused with Natsu and Happy.

"Hurry Natsu! The Jupiter Cannon is almost ready to fire again!" Happy said frantically.

"Yeah I know."

"It's too late," Totomaru shouted, "Blue Fire!"

Natsu smirked and inhaled the blue flames.

"Woh! That was cold goin' down, never tasted fire like that before. I'll have to tell Skylar about that."

"So it's you, Fairy Tail's Dragon Slayer. Well this isn't going to work out well for either of us, is it."

"Huh?" Natsu asked confused.

"Because we're both impervious to fire attacks."

"I haven't even hit you yet! How do you know my fire won't hurt ya?!" Natsu shouted angrily.

"Go ahead and give it your best shot, but you won't be able to hit me."

"We'll see about that! Fire Dragon-"

"I told you I control the element of fire, I can control any flame!"

"SPIT!"

Totomaru stared at Natsu with a mixture of both disgust and disbelief as he wiped his spit covered face clean while Natsu burst out laughing.

"Ha! I got you good!"

"_**Two minutes until Jupiter fires."**_

"Natsu you gotta hurry!" Happy said, flying around hysterical, "We can't let the cannon fire! We're running out of time!"

"That was a really dumb move, do you think this is a game?!" he yelled angrily, "Orange Fire!"

"You call that an attack, well I call it my dinner!" Natsu said as he inhaled the flames, "EW! That's nasty!"

"Like an old rag soaked in spoiled milk," chucked Totomaru.

"That's a dirty trick," growled Natsu.

"And a face full of spit isn't?" he shot back.

"_**One minutes until Jupiter fires."**_

"COME ON, HURRY UP NATSU!" Happy cried, pulling on his clothes.

"Let go!"

Totomaru evaded all of Natsu's punches, amused.

"Now you wanna fight without using magic, fine by me! My katana is at the ready!"

Totomaru then began to use a method known as Quick Step (or Flash Step), a method very similar to what Skylar uses and forcing Natsu back onto defense as he narrowly dodged the sword. Finally Natsu's foot sent the katana flying right into the lacrima.

"You think you're so smooth. A little ding like that won't destroy a lacrima," Totomaru commented, losing some of his cool.

"Maybe not but now you're swordless, which means," Natsu's flaming fist attempted to hit Totomaru again, "I've got the upper hand!"

"How many times do I have to tell you that won't work?"

Natsu smirked, his flames growing and growing and hit Totomaru momentarily.

"_**Twenty seconds until Jupiter fires."**_

"Oh no! We're dead meat! It's gonna fire again! Skylar's gonna kill us!"

Natsu held out both his hands, the fire growing larger and larger.

"Think you're gonna blast me again? Not gonna happen! I'll keep my distance and control your fire from here!"

"Aaah!"

'_What the- I can't get it to move!'_ thought Totomaru, _'It won't even budge! It's blocking my control, how'd he figure out how to do that?! And in the middle of a fight!'_

"NATSU!"

"THIS IS MY FIRE AND I WONT LET YOU MESS WITH IT!"

The flaming ball was thrown straight for Totomaru, but he quickly dodges the attack completely unharmed.

"You're attacks are no good if you can't hit your target."

"Whoever said you were my target?" Natsu asked smugly.

"Oh crap!"

The flames smashed into the sword hilt, shattering the lacrima just as it began to fire. The Jupiter Cannon exploded within the cannon and never reached Fairy Tail.

'_He out smarted me…'_ Totomaru thought.

"Hey buddy," Natsu called up to Totomaru, "Somebody taught me something about fire magic you should know. You can never control fire if your heart isn't in it."

'_I get it,'_ Happy thought, _'He had to take the time to over-come Totomaru's fire control or he wouldn't have been able to destroy the cannon. Now I feel kinda bad about rushing him like that.'_

* * *

"Atta boy Natsu," smiled Macao.

"Watch out, we're coming for you Phantom," added Laki.

"Yeah! We got this!" cheered Cana, "Wipe out the enemy!"

"_**Don't get cocky, you haven't beaten me yet,"**_ Master Joze said as he rose from his thrown, _**"Awaken the Giant!"**_

* * *

"I've had enough of you messin' with my magic! Play with my fire and you're bound to get burned! Ya got me?"

The ground beneath their feet gave a sudden lurch forward and knocked them both off balance.

"Hey now, what the hell's goin' on?"

"The whole place is tilting!" added Happy.

"He's awakening it now? But there's no horizontal stabilization in here!"

"Stable-a-what?" Natsu asked confused.

The Phantom guild hall jerked again and both fell to the floor.

"You Fairy Tailer's are through! Phantom's giant will slaughter you!" laughed Totomaru, "Eh?!"

"Natsu, get up!" Happy said.

"I can't…" he mumbled, doubled over from all the moving.

* * *

"Oh no! What's it doing now?" Laki asked.

"No way, you gotta be kidding me," Cana said.

"The Giant… Phantom's most powerful weapon," Regales said, helping Cana back up to her feet.

"_**Kneel before me you detestable brats or you will fall victim to my wrath. Savor your last moments because soon I will end your pathetic little lives."**_

"They're coming to attack again," Al said.

"Giants and ghosts? How're we supposed to handle this?" Bisca asked.

"Just focus on these things for now, we'll let Natsu take care of the giant for us," Cana ordered, catching Regales' attention.

"Sure but what about," Wakaba began.

"His motion-sickness?" Macao finished.

Everyone face-palmed.

* * *

"Come on, you gotta get up!" Happy said, shaking Natsu.

"What's your problem, you get motion sickness?" taunted Totomaru gleefully, "Guess you can't eat fire right now, can you? Well then! Time for me to finish you off!"

"Natsu!"

"Prepare to die, Dragon Slayer!" he suddenly stopped, "Wait… hey! NO! What's happening to me?!"

"You're not a man, you're a backwards shooting snowflake!" Elfman shouted as he threw the frozen in ice Totomaru from the guild hall.

"That makes no sense!"

"Thanks guys."

"You two are soo cool!" cheered Happy, "You showed that Phantom jerk who's boss!"

"What's your deal, Natsu? That was just sad," Gray commented.

"If you were a real man you'd make the giant motion sick of you," agreed Elfman.

"Soo is this all that's left of the Jupiter Cannon?" Gray asked, looking around the ruins.

"Aye!"

"Heh, then you did good," admitted Gray.

"Hey, it must have stopped moving cause I'm feeling better now."

"I'm gonna fly outside and see what's going on," Happy said before flying off.

* * *

"Hey look, what's that?" Al asked.

"It's drawing something?" Bisca wondered.

"A magic circle!" Laki called over to them.

"That's the magic circle for an Abyss Break, one of the forbidden spells," Cirrus said as she hurried over to Marigold.

"Look at the size of it!" Niko said, "A black wave that big would wipe out the entire city!"

* * *

"We're doomed!" Happy cried, landing before her friends.

"What'll we do? We gotta stop them!" Natsu said.

"I guess we should start looking for this things power source?" Gray said.

"Man, are we ever gonna catch a break?" Elfman asked.

"Come on, let's do this guys!"

"Yeah!" agreed Gray and Elfman.

* * *

"Mira, how long do you think we have until the giant casts that spell?" Cana asked, leaning against the guild hall by the window.

"I'd say about ten minutes, if only we could figure out what's powering it."

"Don't worry, I'm sure the guys inside are looking for the power source right now," Cana reassured.

"Someone's in there with Natsu?" Mirajane asked.

"Yeah, Gray and Elfman."

"Elfman?! But why!"

"What's the big deal, Mira, he wanted to go."

"You know as well as I do that he can't fight! It's too dangerous!"

"He'll be fine," Cirrus said, holding her hand to Cana's shoulder.

"Yeah, he was one of our best fighters in the raid earlier."

"Fighting grunts in once thing but if he went up against one of Phantom's best as he is now, I don't know if he could handle it."

"Well yeah… I understand why you're worried after everything that happened back then, I would be too," Cana said softly, "Listen, we all suffered with you but I think this is his way of trying to leave the past behind and move forward. Let him do it."

Cana jumped back into the fight, going to help out Regales and Niko.

"I feel so useless, I can't even fight!" Mirajane said.

"I won't stop you, neither would Skylar, but the only one holding you back right now… is you," Cirrus said before returning to the fight as well.

* * *

Skylar searched through the loose papers and books, looking for answers in Phantom Lord's archives.

"Well what do we have here?"

Unfazed by the sudden intrusion she continued rummaging through all the old books.

"Sounds like the son of Metalicana, Gajeel Redfox."

"Heh, you've got a lot of nerve coming down here."

"I suppose you'd like to put me in my place, neh Black Steel Gajeel?" Skylar taunted, looking up at him with a cheeky grin.

"You'll regret challenging me!"

Gajeel charged Skylar with his iron fist drawn. Skylar merely swatted the fist away like a fly and sent him flying through the roof. She watched as the skin on her hand changed back to normal before smirking.

"Yeah right," she laughed.

* * *

"MIRA!"

"What're you doing?" Bisca asked.

"Stop, don't do it!" Al called.

"Leave them alone! I'm the one that you're after! I'll surrender if you swear to stop attacking are guild!"

'_Hopefully this will buy us a little more time,'_ Mirajane thought.

"_**Be gone… imposter."**_

'_How'd he know?'_ Mirajane thought.

"_**Nice transformation but you can't fool me young lady. I knew from the start Lucy Heartfilia wasn't here."**_

"I'm useless, I can't do anything right…"

* * *

"Aaah! As a real man it's my duty to protect Fairy Tail, even if it costs me my life!" Elfman shouted as he ran through the halls.

"Hhmmmm?"

From the ground sprouted a thin and flexible man.

"One of the Element Four," Elfman said, removing his jacket.

* * *

"Elfman can hold his own against Phantom because Fairy Tail wizards never give up without a fight," Cana reassured.

"What the-" Cirrus questioned, whipping around.

"NO!"

Niko dove for Mirajane before she was completely gone but it was too late, she was already gone.

"_**Did you really think your parlor trick would fool me? As punishment I'll crush you to death as you watch your friends perish."**_

"Mira!" Cana shouted.

"We gotta get her down somehow," Macao said.

"How?!" Wakaba asked.

'_Please guys, please don't let us down,'_ Cana thought, _'We're all counting on you to stop that giant.'_

* * *

"Bonjour! My name is Sol."

"Like I care, all I wanna know is how to stop this thing. Beast Arm: Black Bull!"

"What's this? Only your right arm can transform?" Sol taunted, "It appears the rumors floating around about you are true."

"If you don't shut your trap I'll make you!"

Elfman slammed his fist into the ground, Sol quickly dodging.

"You have a little sister, no?" he questioned, "Sable Dance!"

A swirl of sand whipped itself around Elfman, cutting his bare arm.

"Roche Concerto!"

From beneath Elfman a barrage of massive rocks slammed into him, causing him to jump back from Sol.

"No, no, no."

Sol rose quickly from the ground and wrapped himself around Elfman's arm. Because of his unique body structure he can twist and stretches like a snake.

"You're seriously creepy!" Elfman growled while trying to pull the elastic man from his arm, "Get off me!"

Sol released him and kicked Elfman backwards.

'_Man,'_ thought Elfman, _'He's much stronger than he looks.'_

"Many years ago you attempted a full-body take over and failed, no? You went berserk."

"You shut up!" Elfman shouted, lunging forward, "Beast Arm: Iron Bull!"

He stopped dead in his tracks, starring at the statue before Sol.

"Lisanna…"

"I apologize but I took the liberty of scanning your memories when you so rudly stepped on me earlier. Mmm," Sol said with a chuckle.

"Why you!"

"My what an adorable little sister you have. I gathered from your memories that you haven't seen her in a while. Oh pardon me, no I see that she was buried in the cold, dark, ground."

Elfman's arm transformed back to its usual self, his eyes fixated on the statue.

"How could you do something so cruel to someone who loved you so much?"

Elfman shouted angrily.

'_I can't let him get to me,'_ thought Elfman, _'I've gotta do this!'_

"No, no, if I were you I wouldn't attempt another Full-Body Takeover," Sol said as twenty Lisanna's rose from the ground, "Don't you remember what happened the last time you tried? Hmm, you lost control."

"Big Brother Elfman," chanted the statues, "It was all your fault!"

Elfman dropped to one knee.

"You really shouldn't try to do something you're incapable of, all you've done is waste your magic energy."

"You're nothing but a coward. A real man would fight me instead of messing with my head!"

Sol looked amused by his accusation.

"Are you insinuating I'm not a real man? No, no, no! How dare you insult me like that!" Sol said as all the Lisanna statues began dissolving and forming a giant ball behind him, "What gives you the right to tell me how a real man should behave? You're not a man, you're a monster who murdered his little sister! Platre Sonata!"

A large clenched fist made of stone and plaster slammed into Elfman and knocked a large gaping hole in the wall.

"Elfman, no!"

Slowly Elfman rolled himself over and saw his elder sister in the fingers of the giant.

"ELFMAN!"

"Big Sis? What's going on? How did they get ahold of you?! MIRA!"

"Oooh that's your older sister, Mirajane, also known as the 'She Devil'. Quite fearsome once but now holds a mere fraction of the power she once had. Poor dear, she's being punished for trying to deceive Master Joze. It won't be long till she's crushed to death."

"Run! Get out of here!" Mirajane called out.

"N-no! I can't leave you!"

"You killed Lisanna and now Mirajane will die before your eyes. Imposter! Your manly image is just a façade hiding the weak powerless wizard you really are. A real man would never let this happen to such fair creatures. For that crime you shall relive eternal torment! You will become a part of the earth and relive our painful memories over and over and over again. Merci la vie!"

Elfman screamed out, frozen where he stood, trapped within his own mind.

...

..

.

..

...

**[(Flashback)]**

'_**I know this place… hey that's me.'  
**__Young Elfman knelt there before the grave crying.  
_"_Big Brother Elf!"  
_'_**Hey it's you! Lisanna I-I.'  
**__Lisanna passed right through Elfman and went to stand by young Elfman.  
_"_Come on, please try cheer up."  
_"_No I can't, my parakeets dead and it's all my fault!" cried young Elfman.  
_"_But it's not. You had nothing to do with it. Even though it makes us sad, all living things have to die eventually," Lisanna said, trying to comfort her older brother.  
_"_Really? Everything has to die?"  
_"_It's sad but that's just the way life works. Don't worry, your friend will always be with you. He'll live on in your heart for as long as you can remember him."  
_'_**Live on in my heart.'  
**_"_Live on in my heart?" young Elfman said, "Shut up!"  
__He pushed her away from himself.  
_"_You don't understand how I feel!"  
_"_No don't go!" she called after him, tears rolling down her cheeks before she slumpt to the ground crying.  
_'_**Don't cry Lisanna, I didn't know what I was saying!'  
**_"_Geez."  
_'_**Mira…'  
**__Slowly everything went while and Elfman turned around to see Lisanna talking to young Natsu and young Happy.  
_"_Don't tell me you two were fighting again."  
_"_Oh hey, Lisanna."  
_"_Natsu ate my whole fish and he didn't even ask me first!" Happy shouted, huffing loudly.  
_'_**Hold on…'  
**_"_Whenever I eat any fish you say it's yours," young Natsu defended.  
"_'_**This is the day that…'  
**_"_Come on Lisanna, let's go. We gotta get to work," young Elfman stated.  
_"_What? We just finished a job can't we take a little break?" Lisanna asked.  
"__Yeah, but it's an S-Class Quest. Mira wants us to go along and help her out with it," young Elfman said cheerfully.  
_"_No way, totally unfair!" young Natsu exclaimed.  
_"_What kinda job is it?" young Happy asked.  
_"_An emergency request, it just came in. They want us to kill off this monster called 'The Beast'. Hey, you wanna come with us Natsu?" young Mirajane asked, "You might learn a thing or two."  
_"_Do what?" young Elfman said appalled, "I don't want him tagging along. I'm the man in this family and I can protect you on my own!"  
_"_Aaah! Why you gotta hog all the fun?" young Natsu said, stomping his feet, "Take me with you!"  
_'_**No you can't go, you're not ready yet! At least take Natsu with you!'  
**__But they faded into the mist as Elfman ran after them and then there was nothing but mist all around him._

**[(End Flashback)]**

...

..

.

..

...

"Elfman! Pull yourself together! You gotta snap out of it! Please!" Mirajane cried as she watched her brother.

He now was almost completely turned to stone now.

...

..

.

..

...

**[(Flashback)]**

"_Elfman!"  
_'_**T-that monster is me!'  
**_"_Elfman, pull yourself together!"  
_"_Mira!" Lisanna said as she flew over in the shape of a bird, changing back as she landed beside her sister, "I had everyone in town evacuate. Now let me help you."  
_"_You have to run, Lisanna. It's dangerous. I was getting beat up pretty bad, so Elfman tried to Take-Over the beast to protect me," young Mirajane said, holding her arm while covered in bruises and cuts.  
_"_Oh my gosh, that's him?"  
_"_It almost worked, but the beast was too powerful for him. Now he's totally lost control."  
_"_Oh no, what'll we do?" Lisanna asked as she helped her older sister up, "How can we save him?"  
_"_We have to get him to come to his senses before the beast completely takes over his soul."  
__Lisanna slipped from young Mirajane and slowly began walking towards her brother.  
_"_What're you doing? Come back here!"  
_"_Big Brother Elfman, you feeling okay? It's me, Lisanna, you're little sister. Our big sister Mira is here too. We're a family and when times are tough we pull together and work things out, so why don't the three of us go home and talk about what happened today? I promise we're not mad at you."  
_'_**It's no use, don't waste your time, just run!'  
**__The Beast roared and raised its arm.  
_"_Come on, don't be afraid Big Brother, we still love you!"  
__The Beast swung his arm and batted Lisanna away into a cliffside. Elfman fell to his knees as he watched.  
__Then slowly it faded and began to rain, young Mirajane and Elfman standing before a grave.  
_"_I'm so sorry," young Elfman said, "It's my fault that Lisanna's dead."  
_"_No it's not your fault. Remember what she told you? Even though it makes us sad, all living things have to die eventually."  
_"_Y-you were there that day?"  
_"_Lisanna will continue to live on inside our hearts, as long as we remember."  
_"_We will," agreed young Elfman.  
_"_From now on we'll live life for her and I promise, we will never forget."_

**[(End Flashback)]**

...

..

.

..

...

"I'll never forget…"

Tears rolled down from his one visible eye.

"Elfman! You gotta… snap out of it! Please brother, I can't lose you too!"

"Now it's time for-"

"She's crying…"

"Uhm, what now?" Sol said with a groan.

Elfman began to glow, the rock which was once clinging to his body fell to the ground.

"I swore I'd never let anyone make you cry again. Tell me! Why are you crying?!"

"That light… no don't do it Elfman! It's too dangerous!"

"WHO MADE YOU CRY MIRA?!"

"Imbecile, you're not strong enough to perform a Full-Body Take Over," Sol said, before quickly eating his words.

Elfman growled at Sol.

"Oh mon diew, he did it!"

"The Full-Body Take Over, Beast Soul!" Mirajane said.

"No, no, no!" Sol said nervously as Elfman lowered his head to Sol's level and roared, "This is a big misunderstanding. I wasn't trying to hurt her. I thought all this would help you get over your painful memories, excuse me now."

Elfman watched Sol as he continued talking nervously.

"Well, I should be going now, goodbye."

With a single hand Elfman swatted Sol away and proceeded to punch him repeatedly.

"That's enough… Elfman!"

Upon hearing his sisters voice Elfman stopped and ran towards his sister.

"Elfman, I wanna talk to you. Can you hear me?" He dropped down and stood before Mirajane, "I'm worried. Please don't tell me you've lost control, not again."

Everything moved in a blur as he pushed the fingers apart and held Mirajane in his one arm, saving her from the giant.

"I'm sorry Mira, I promised I wouldn't try a Full-Body Take Over ever again. Not after what happened to Lisanna. I thought I would never would."

He carefully carried her back inside Phantom's guild hall.

"You're still in control."

"But I didn't have any other choice, I knew this was the only way I could protect you and the rest of Fairy Tail."

Mirajane smiled and hugged him back.

"Please, stop beating yourself up about Lisanna, it wasn't your fault. You didn't do anything wrong," Mirajane said as her brother returned to normal, "You were just trying to protect us."

"And I failed miserably. I killed my little sister…"

"But your Big Sisters still alive," she said, wiping away tears from his cheeks.

"Mira,,,"

"We said we'd live our lives for her, remember? We promised to keep her memory alive so she could live on in our hearts forever."

"Big Sis! I'm so glad you're okay!" he wailed, hugging her tightly.

She hugged him back just as tightly, until her eyes noticed the giants moving hands.

"What is it? What's the matter?"

"It's not drawing the magic circle as fast as before," Mirajane said, "Abyss Break is the forbidden spell of the four elements and those are air, fire, water, and earth."

Her eyes widened in realization.

"The Element Four, do you have any idea how many of them are left?"

"Uuuuh… well…" Elfman recalled the man he threw from the guild hall and Sol, "I'm guessing two are left."

"Then that must be it! Each time one of them is beaten the giants hand slows down."

"Yeah?" Elfman questioned, "But why?"

"Because it's being powered by the Element Four. If we can defeat the other two then we can stop the giant from casting the Abyss Break Spell."

"Really? You think so?"

"We have to hurry the other two are probably somewhere inside the giant."

"Right, let's go!" agreed Elfman.

* * *

"Thank goodness, I'm glad they made it out okay," Cana said, seeing Elfman and Mirajane hurry back inside.

"Cana!" Macao said, seeing her fall.

"Don't worry about me, just focus on the enemy! We have to protect Fairy Tail!"

"You don't know the word quit, do you?" smiled Macao.

"Listen up!" Cana shouted as she got back to her feet and killed more ghosts, "If we wanna beat these creeps we gotta cover more ground."

"I don't know what it is about our guild, but our ladies are ridiculously strong."

Niko smiled and nodded his head in agreement with Macao.

* * *

"Hey, I just thought of something awesome Happy," Natsu said.

"What is it?"

"When we beat Joze I bet it'll put an end to all this fighting!"

"Are you completely out of your mind?!" Happy scolded, "That guys just as strong if not stronger than Master Makarov, there's no way you can beat him!"

"Well Gramps is out of commission, so it's gonna be up to somebody else to beat that jerk."

"Natsu you dummy… I was trying really hard not think about them and you had to go and remind me!"

"Do what?!"

Happy stopped flying an hovered beside Natsu depressed.

"Now I'm bummed… without Master Makarov and Erza with us, there's no hope. We may stop the giant but we'll have to face Joze."

"Don't worry, I can handle him, come on!" Natsu said with a smile, making Happy's ears perk up.

"Aye!"

'_I don't know what it is about him. The Master and Erza are definitely stronger wizards,'_ thought Happy, _'But Natsu's got something special that gives everybody hope.'_

Entering one of the many large rooms, a large ball of wind flew beneath Natsu, tripping him. Groaning in annoyance, he watched as the wind changed from a tornado to a person.

"How sad… said the man dressed as a priest, "I will make your wings of fire wither and fall and all that will remain is a dragons corpse."

"Say what?"

"Watch out, this guys one of the Element Four," Happy said quietly to Natsu.

"My name is Aria, I am the strongest of the Element Four. I've come in hopes of hunting a dragon," he said as tears dripped down his cheeks.

"Lemmi guess, you're a wind wizard right? I've dealt with your kind before."

"Yeah but this guys a lot stronger than Erigor," Happy added.

* * *

Quiet rumbling began to fill Gray's ears as he climbed through the broken window and onto the roof.

"That's weird, when did it start raining?"

"Drip, drip, drop."

Gray looked over to the woman slowly approaching him.

"Hello my name is Juvia and I am the Rain Woman of the Element Four. Drip, drip, drop."

"So you're one of them too, then bring it on."

"I must say, I am surprised your guild was able to strike down two of the elements. However, you must not underestimate the remaining two."

"Listen Lady," Gray said plainly, "If you're looking for a fight, I'll give you one. But let's get something straight, I'm not gonna hold back just because you're a chick."

They continued to stare at one another for a long while until Juvia turned away, her face flushed red.

"Well I give up, you win! Goodbye!"

"Where you goin'? Come back and fight me!"

Thump, Thump, Thump!

"There must be something wrong with me," Juvia said to herself, "Why is my heart beating so fast?"

"Would you at least tell me how to stop the giant?" Gray asked, running after her.

"I have this strong urge to make him mine, I just can't help myself anymore…" she said while turning around, "Water Lock!"

Gray groaned, wrapping his arms around his bandaged waist as he floated inside the ball of water.

"Oh no! What have I done, he's injured! I had no idea he was hurt! I don't know what to do!" she said, flailing her arms around, "I guess I should probably free him."

The ball then shattered in little shards of ice.

"He must be an ice wizard, he froze my Water Lock and broke free. I've never witnessed the power of Ice Magic, it's beautiful!"

'I'm water and he's ice, we must be bound by fate,' thought Juvia, 'I can't believe I finally found my handsome prince!'

"You almost got me with that sneak attack you pulled. You're playing dirty," Gray grumbled as he removed his shirt, "Ow."

'He's taking off his clothes!' Juvia thought, 'I'm not ready for this, we just met! Can't we take things slowly!'

"I really don't wanna fight a girl, but I will if I have too. So you better surrender otherwise I'm gonna have to hurt you," he said, taking a fighting stance, "Ice Make: Lance!"

Gray gasped in surprise as the ice lances went straight through her body.

"My body is made entirely of water, surprised? Drip, drip, drop," she informed him with a hint of boredom, "Yes, I must not forget my love is also my enemy. We're on opposite sides in this war. I have no choice but to attack, it seems this is farewell, my prince!"

Gray took a step back as her eyes filled with determination.

"Water Slicer!"

Gray narrowly evaded the blades of water, before the sliced through a stone pillar behind him.

"When given the proper amount of force water is strong enough to tip through steel. Underestimate its powers and you'll find yourself in a world of pain."

Gray glared at her for lecturing him like a child, "Ice Make: Battle Axe!"

The ice sliced right through Juvia's body as she stood there perfectly fine as her body reconnected itself as if nothing happened.

"Can't you see that you're just wasting your time? You attacks have no effect on my body made of water, not at all. Drip, drip, drop."

"Now what'll I do?" he asked himself.

"No matter what you do, you cannot beat me. But there is one way you and your guild may be spared. All we ask is that you hand over Miss Lucy Heartfilia, do that and I will ask our Master to call off his attack on Fairy Tail."

Gray snorted, rolling his eyes with mild annoyance.

"Ah come on, don't give me that crap. You and I both know we're passed the point of no return. Besides," Gray said proudly, "Lucy's one of us. I'd rather give my life then hand her over to you."

'_He'd rather give his life… give his life… give his life…' _Juvia thought as she dropped her umbrella, _'Lucy's my rivial! Lucy's my rival! He loves her!'_

Juvia screamed out in angst, holder her head as she thought of the two of them together.

"Ah the pain! How can fate be so cruel, my heart feels like it's being shred to bits. Ah it hurts, it hurts!"

"What's wrong? Are you feeling sick or something?" Gray asked, clearly concerned for the blue-haired female.

"She's not worthy of my prince…" Juvia said darky as her eyes glazed over, "LUCY HEARTFILIA CANNOT BE ALLOWED TO LIVE!"

Water shot form Juvia's hands and passed side, cutting through his skin.

"That burns! What's your deal?" Gray asked getting angry with this apparently bipolar woman, "And what's your problem with Lucy."

Another blast of water shot for Gray.

"Aaah! So fast, I don't know if my maker magic can keep up!"

The water came around again and as Gray landed he slipped and slid towards the side of the roof.

"Eh! Man that was close!"

"Ever since the day I was born I have been followed by the rain. It gives me strength, it makes me invincible. Prepare to be scalded by my jealous rage!"

Gray jumped backwards as each attack tried to hit him.

"What are you jealous of?! Ice Make: Shield!" he said as a large shield of ice was held above his head, "Man this waters boiling hot. I can't keep this up for long!"

"Like I told you, I am at my most powerful in the rain. You'll never be able to defeat me."

Just as she finished speaking there was a loud crash and Gray was gone.

"He used the steam a smoke screen," Juvia observed, seeing that he'd previously been standing over a window, "He's not just handsome, he's actually smart too. I really am in love."

Gray ran through the hall quickly, trying to put distance between himself and that woman.

"I can't waist any more time on this crazy water chick, I gotta figure out how to stop this giant."

Water slammed through the roof and into Gray, bring him back to Juvia within a matter of seconds.

"It's so hot its burning my skin!" he said before launched into the air.

"This is it, it's all over!"

"Oh yeah?" Gray growled, turning mid-air.

"He jumped into the scalding water!"

"Freeze up!" he shouted as the water froze beneath his touch.

"No it can't be!" Juvia said, now encased in ice, "I should be angry he froze my boiling water but…"

Gray 'eeked' in embarrassment as he realized where his hand was, also frozen in the ice with Juvia firmly grasping her breast.

"It's not what you think, I didn't mean too! Sorry!"

The ice disappeared and Juvia dropped to her knees.

'_Even though I'm his enemy he released me,'_ she thought, _'He's such a nice guy!'_

"Hey let's just start over, okay?" Gray blurted out, clearly still embarrassed.

"Let's not," Juvia said as she rose to her feet, "Honestly, I don't want to hurt you. So there's no point in us fighting anymore."

"Huh? Is this your weird way of admitting you can't beat me?"

"You know I'm much stronger than Lucy, if you would let me, I would be happy to protect you."

"Protect me? Like from what?" Gray asked, unsure of where she was leading the conversation.

"Well… anything that might hurt you. Cause… I think that you're a… you're so…"

"Is it just more or is this rain getting worse?"

"Oh, this is so frustrating!" Juvia shouted.

"It won't let up," he continued, "Man this rain is so gloomy."

Juvia dropped to the ground, slamming her fists.

"Is something wrong?"

"I thought he was different, but he's just like all the rest… HOW COULD YOU BE SOO CRUEL?!"

"What's with you?"

'_I won't let my feeling sway me any longer,'_ Juvia thought.

Gray held his ground as he stood in the waters blast.

'_I'll just have to freeze it again,'_ decided Gray, _'I can't do it, the waters even hotter than before!'_

"I'm through with love and I'm through with you!" she shouted angrily, "I've lived my entire life as a gloomy rain woman, but Phantom Lord looked past that! They welcomed me with open arms! I am one of the Element Four, a proud Phantom Lord wizard!"

Gray fell to the ground before flipping over and charging Juvia.

"How can you be proud to be with him?" Gray shot back as he held up another ice shield, "You and your guild are going down!"

With his free hand he punched the blast and the entire thing froze, causing Juvia to quickly remove her body from the water so she did not become frozen again.

"He even turned the rain to ice, he's amazing!"

"Ice Make: Geyser!"

The ground before him froze as a tower of ice spikes rose rapidly into the air and captured Juvia. It shattered moments later as she shrieked before falling towards the ground.

'_I lost, it's all over now. I'm going to fall to the ground and splatter, just like a rain drop. I suppose it's a fitting end for a rain woman whom no one wants… farewell gloomy Juvia,'_ she thought before closing her eyes.

"Just hold on okay? I promise I won't let you fall!"

Juvia starred at Gray as he held her by the wrist, preventing her from falling. Within a few moments he pulled her up and laid her down atop the roof where they had moments ago been fighting.

"Why did you save me?"

"Just cause," he muttered, "Now get some rest."

Juvia watched him as he sat beside her, catching his breathe.

'_He saved my life…'_

"You good? Starting to cool down a bit?" Gray asked, smiling at her.

Tears began to roll down her cheeks as she nodded.

"So bright… the rain it's stopped!"

"Hey look, the sun's coming out."

"The blue sky… I've never seen it before."

"Seriously?" he asked surprised, "Heh, well there you go, it's pretty don't you think?"

"It is…"she agreed, "It's truly beautiful."

"Sooo, you wanna go at it?"

Juvia squeaked and turned redder than a tomato, hearts in her eyes.

"Hey! W-what's the matter?! Is something wrong? Talk to me Juvia! You alright? Answer me!"

"GRAY!"

Elfman and Mirajane came running over to the slightly bruised Gray and Juvia.

"Hey," he called over to them, _'What's Mira doing here?'_

"So you took down another one of the Element Four, huh?" Elfman observed, "Why does she have that creepy grin on her face?"

"I dunno, must be having a gold dream or something," Gray retorted, scratching the back of his head.

"There's only one left," Mirajane informed him, "If we can defeat them, I think that'll stop the Abyss Break."

"Mira just figured it out. The energy of the Element Four is what's powering the giant," Elfman said.

"We can do this! Right guys?"

Elfman and Gray nodded before the three of them hurried off to find the last of the Element Four.

* * *

"It feels like we've been out here forever and that thing still hasn't cast the spell," Wakaba said.

"This stress is bad for my heart, we gotta put an end to this," agreed Macao.

"Hey!" Laki said suddenly, "Doesn't it seem like the giants being turtle-ish right now?"

"Huh? Say what about turtles?" Wakaba asked confused.

"She's trying to say that the giants moving slowly," Macao explained before looking back to her, "Try thinking before you speak, Laki."

"It made perfect sense to me, you guys are just dense!" she shot back.

"Natsu and the others are doing their best to stop that thing and now, we're gonna lend them a hand," Cana said, "The last thing they need is these guys distracting them we gotta wipe them out!"

"It's time to take care of business kids, now let's do this!" Macao added.

Regales and Niko smiled to themselves.

'_What a courageous bunch you have surrounded yourself with, Skye,'_ Regales thought.

* * *

"Lucy."

"No, leave me alone," she muttered, shaking in her sleep.

"Lucy, it's just a dream, wake up."

"Hey pervert outta my room!" Lucy shouted as she kicked Loki across the room, "Huh? Wait a minute, this isn't my room!"

Lucy rubbed the sleep from her eyes and slowly turned bright red as she realized what she'd done.

"Ow," he said sarcastically, dramatically rubbing he face.

Reetus sat there quietly, watching the two as Loki explained everything to her.

"Oh, so Mira put me to sleep to protect me?"

"Wee," Reetus answered as he began painting.

"Then we brought you to our emergency hide-out," Loki said, "Though I would have rather just brought you back to the Celestial World until this was over."

Lucy rolled her eyes, "I guess they just didn't want me to fight. I know I could do a whole lot but I'm not helpless."

Loki pulled Lucy into a hug, understanding how hard this must me for her.

"You've got it all wrong, Lucy, nobody thinks you're helpless," he whispered in her ear, "We're simply trying to protect you. That's all there is to it."

"But still! I can't just sit here and do nothing while they're all fighting to protect the guild, while Natsu's trying to protect me! I have to go back and help them."

Loki smiled into her hair, hiding his amusement caused by this oblivious girl.

"We cannot allow you to do that," Reetus said, lowering his brush.

"Skylar gave me strict orders to keep you here," Loki said as she got to her feet.

Lucy looked at her spirit angrily, he knew this was like torture to her, having to sit by and watch everyone else fight.

"This isn't fair."

"Look out!"

Loki tacked Lucy from the falling beam as a large hole was created in the roof.

"Stand back, Miss Lucy," Reetus said, ready for the attackers.

"I know you wanna fight, but let us protect you," Loki said sternly, looking her square in the eyes, "I can't afford to lose you."

* * *

Natsu wiped the blood from his mouth, panting heavily as he glared up at Aria of the Element Four.

"You've endured my attacks and you're still standing, very impressive."

"Yeah, watch this!"

'_Natsu's getting beat bad,'_ thought Happy worriedly, _'I've never seen anything like this. It's totally a one-sided fight!'_

"Let's see how you fair against my Air Space Magic," Aria said as Natsu ran towards him, "This will truly test your powers"

"I don't see no Air Space Magic!" Natsu said right before slamming into an invisible wall.

"You are much stronger than I thought, Salamander."

Natsu shakily rose to his feet.

"I can take whatever you dish out, never underestimate the power of a Fairy Tail wizard. I'M ALL FIRED UP NOW, SO LEMMIE SEE WHAT YOU GOT!"

* * *

"See look at it now," Mirajane said.

"Yeah, it's definitely drawing the magic circle slower than before," Gray agreed.

"So you were right!" congratulated Elfman.

"Fire, Water, Air, and Earth," Gray said.

"Just like we were saying," Elfman said, "The giant and their spell get their power from the elements."

"That's the true combined power of the Element Four. Three have been defeated. Totomaru of the Great Flame was taken out with Jupiter, Elfman totally annihilated Sol of the Earth, and Juvia of the Great Sea was taken out of the equation by Gray," Mirajane added.

"So there's one left," Elfman concluded.

"If we stop him we'll stop the giant from casting his spell," Mirajane said.

"Do you have any idea who the last element is?" Gray asked.

"Aria of the Great Sky and he'll be the toughest to beat," Mirajane answered darkly, "He's the strongest member of the Element Four. He's also the one who drained the Master of his magical energy, leaving him powerless."

* * *

"You're still standing after my attack, very impressive," Aria commended.

"I'm fired up now, let's see what you got."

"Careful," Happy said.

"Air Space: Sever!"

_'He's the strongest wizard in the Element Four,'_ Happy thought as he watched Natsu take attack after attack, _'He might be too powerful even for Natsu.'_

"Air Space: Zetsu!"

Another barrage of useable airspaces shot at Natsu, exploding every time one touched his skin. Getting seriously frustrated from sliding backwards he pushed himself back to his feet, scorching the floor.

"There's always someone better than you, young Dragon Slayer."

"We'll see about that, Fire Dragon Roar!"

Aria vanished just as the flames reached him.

"Huh, where'd he go?"

"I shall end this with a gift, I will allow you to join your Master in his suffering," Aria said before appearing behind Natsu, "Air Space-"

"Natsu!"

"Drain!"

Natsu slid across the floor. Rolling over he was frozen in fear as Skylar screamed out in pain.

"Hey!"

With a brilliant flash of light, Aria was sent flying across the room while he easily caught Skylar before she could fall to the floor. Carrying her over to Natsu and Happy, they starred up at the man completely speechless as she was lain down on the floor.

"Keep her safe," he said gruffly, wiping away the bit of blood from the corner of her mouth.

"So you're the asshole who thought it'd be okay to hurt _**my**_ Skylar? I won't let you try again."

"Hmm, now that I'm faced with a worthy opponent I guess it's time I start taking my battles more seriously," Aria said as he began to un-bandage his eyes.

"Do not toy with me," he growled.

"The brilliant Titania has fallen," Aria said as he continued with his bandages, "Now both Salamander and The Dragon Queen have also fallen, you shall now fall beside those two."

* * *

"His eyes? What's so special about them?" Gray asked.

"Evidently Aria keeps his eyes covered with bandages. He does this because it helps to control his over-whelming magical power," Mirajane explained.

"So it's all in his eyes?" Elfman tried to confirm.

"That's right, so when we find him, we have to bean him before he opens his eyes because if that happens, we don't stand a chance at victory," Mirajane said solemnly.

* * *

"Now…"

"Get Skylar outta here now!"

"Step inside Zero, Air Space of Death! It consumes the lives of all who dare to enter!"

Natsu pulled Skylar close to his chest, protecting her head and shoulders as they too became trapped inside the vortex of wind.

"A spell to consume life?" he laughed, "Sounds like fun."

For Natsu it was almost spectacular to watch, nobody would ever believe he watched this fight. Though Natsu slowly realized he wasn't fighting to protect Fairy Tail or himself, this was for Skylar. For the only person he trusted the most."

"You love her… how sad."

"Eat this!"

With his final blow, Aria collapsed to the ground unconscious, but he remained where he stood.

"I saw Erza as I hurried here, go find her."

Carefully setting down Skylar, Natsu and Happy both hurried from the room in search of their scarlet haired friend.

"You came…"

"Ssssh, you should rest," he cooed, holding her against his chest.

"No, I can fight," she argued weakly, barely able to struggle against his hold, "I have to fight."

He laughed softly at her defiance.

"Oh, believe me; no one thinks that you are unable to fight. Let's just rest together, just for a bit. Please?"

She sighed, relaxing against his body, "Only cause you said please."

* * *

"Now what?" Elfman questioned.

"Natsu must've beaten the last one," Gray said.

"Yes!" Mirajane cheered, "We did it! We stopped the Abyss Break Spell from being cast!"

"Cause we're awesome!"

"Ha, you know it!" Gray agreed.

"All the members of the Element Four have been defeated!" Mirajane concluded excitedly.

* * *

"Oh no, Reetus, are you okay?" Lucy asked the French artist.

"Wee."

"Well aren't you the stubborn one," said the man.

"It's over tubby, so why don't you give it up," agreed the woman, "So just hand over the brat."

"Are boss doesn't like to wait."

Lucy starred at the two Phantom Lord grunts nervously; Loki already was blasted from the safe house.

"Lucy, run while you still can."

"And leave you? I'll stay here and fight!" she argued.

"Please for the sake of the guild, do it!"

"But…"

"Stop it, or I'll cry," Gajeel gagged.

"Ah, how touching," the woman agreed.

"I like where this is going," the man added.

Reetus' attack was shot right back at him as Lucy ran, only to be kicked back into a pile of boxes.

"You're gonna leave fatty here to take the fall? That's not nice," Gajeel said, watching Lucy push herself back up, "I've never seen such a sad excuse for a guild. They just let anyone join Fairy Tail?"

"Take that back," Lucy growled.

"You gonna make me?"

Gajeel watched Lucy's horror-stricken face as Reetus was attacked again. He noted the resemblance to the young woman he encountered earlier, they looked extraordinarily similar.

'_She seemed so much stronger before,'_ he thought, _'What changed?'_

"What a cream puff, you actually like hanging out with guys like that, little Princess?"

"You… you monster! You're gonna pay for this!"

It wasn't long before Lucy was unconscious. Gajeel jumped up onto the roof with her under his arm, though he quickly dodged aside from the now dust-filled area.

"Hell of a way to say hello."

"What do you think you're doing with Lucy?" Loki asked, ignoring his statement, "If you don't let her go right now, you'll be sorry. That is, if you live to see tomorrow."

"Oooh really?" he said, dropping Lucy roughly, "Well I like a good challenge. So let's dance, fairy!"

Loki jumped into the air, fists glowing brightly. He blocked majority of Gajeel's punches, landed a few himself.

'_What's up with this guy? Something about him seems different,'_ Gajeel thought, _'He's not some ordinary Holder-Type wizard chum.'_

"So just who are you anyway? And why don't you smell right?"

Lucy groaned softly and opened her eyes, she smiled thankful at Loki.

"I don't know what you mean; I never got any complaints from the ladies."

Fully awake, Lucy spun her body around and kicked his leg from beneath him and slammed her fist into his fast.

"That actually hurt a little, Princess," Gajeel chuckled before picking her up by her throat.

"No!"

"Oh, you want this, pretty boy? Here!"

Gajeel threw Lucy into Loki causing both to collapse through the roof.

"Guess you weren't much of a challenge after all," Gajeel mused, "I'm taking blondie back to the boss, you two take care of lover-boy."

"Got it!"

"Let her go!" Loki ground out.

"Sound Blast: Disturb!"

He shouted out in pain, holding his ears. Once the noise cease Loki swayed where he stood.

"Mirror Magic: Kaleidoscope! I hope you like looking at your own pathetic face, cause it's the only one you're gonna see for a while."

* * *

"I don't believe it. My strongest wizards, the Element Four, were completely wiped out by that worthless Fairy Tail scum?!" Master Joze growled angrily.

"Guess that makes them even worse than scum, huh?"

"Gajeel, so you've returned baring a gift have you?"

"Yeah, I picked you up a little something while I was out," he replied, dropping Lucy at Master Joze's feet.

"Oh very impressive, my boy, how were you able to track her down so quickly?" Master Joze asked gleefully.

"You should never underestimate the nose of a Dragon Slayer."

"She is alive, right? Without a pulse she's worthless to us."

"Hmm, I was a little rough with her, let's see!"

Gajeel lifted her up with his foot and kicked her into the wall, leaving a large crater in the stonework. She hit the ground hard and moaned, coughing quietly.

"Yup, she's still alive and kickin'!"

"Excellently done, Gajeel! I knew I could count on you."

* * *

The sounds of a doorbell filled the fighting guild members ears.

_**"Attention you pathetic Fairy Tail worms, listen carefully because I'll only say this once."**_

Lucy's shriek echoed.

"_**We have captured your precious Lucy Heartfilia. Which means our first order of business is now out of the way. And that leaves us with just one more thing, my favorite part, wiping all of you miserable brats right off the face of the Earth!"**_

"Damn it, damn it, damn it!"

Loki slammed his fist into the mirror, tears rolling down his cheeks.

"I'm pathetic, I let her get captured!"

He slumped to his knees.

"She's right, I do look absolutely pathetic."

* * *

"Keep an eye on the girl. There are still some pests scuttling about my guild hall."

"You talkin' about Salamander?" Gajeel asked.

"Yes him, and his friends. They've been lucky thus far, but their luck is about t come to an end. I'm going to exterminate them myself."

* * *

"Ah man, they got Lucy…" Natsu said as he carried an unconscious Erza on his back.

"Natsu…"

"Erza!"

Setting her down, Erza smiled at the two wizards before her.

"Listen," she forced out, "Use your strength. It lies dormant deep down inside of you. You've got to believe in yourself, find it. Find you strength… and awake it. For Skylar, for our guild, and for _Lucy_! Do it now, Natsu! Show me! SHOW ME YOU CAN SURPASS ME!"

Natsu backed away from Erza as flames began pouring from his body, growing larger.

"SHOW ME!"

A roar filled the room as a dragon formed in the flames.

"Now save Lucy!"

* * *

"Mmm…"

He looked down at Skylar's angelic face and smirked.

"Everything's okay."

"Igneel… he's here…"

He smirked, also feeling the powerful magical power that came not too far off.

"Alright, come on, you've got a dragon to save," he said, getting Skylar up to her feet.

* * *

"It's Natsu."

"Makarov?" Porlyusica questioned with mild surprise, "How are you feeling?"

Makarov sat up in the bed.

"Not yet, you still need rest," she said firmly.

"Since when do I listen to you?" he questioned, getting from the bed.

"A remarkably speedy recovery, especially for someone so long in the tooth," she commented.

"Is that so? Well…"

"Do you hasten to your death?"

"I will take the chance, my children need me now," he said sternly before heading towards the door, "Thank you for your help."

'_I swear, nothing changes with him,'_ she thought.

* * *

"Erza?" Mirajane asked,

"She okay?" Gray questioned.

"Man, it looks like something big went down," Elfman said, looking around the room.

"It's you…"

"You're injured, you shouldn't be here!" Gray said worriedly.

"Yeah you're not really looking too good," agreed Mirajane.

"Woh!"

"That's Aria!" Mirajane said, looking over to where Elfman was pointing.

"You got shot by that cannon and still fought this guy?" Elfman asked.

"What the hell were you thinking?" Gray asked, seeing only scorch marks around the room, "Hold on…"

"You beat him on your own?" Mirajane wondered, wiping away some dirt from Erza's face.

"I must admit, I never wanted anyone to see me in such a wretched state, I guess I still have a lot to learn," Erza smiled, "Thanks to-"

"What the?"

"What is it?" Mirajane asked Gray.

"I sense death!" Erza said wide-eyed, completely unnerved.

"I don't like this feeling," Gray agreed.

"I'm super manly and I gives me the chills," Elfman muttered.

"Whatever it is, it's pure evil," added Mirajane.

Quiet clapping made them all look towards the doorway in the room to see Master Joze entering the room, a dark aura emanating from his entire body.

"Bravo, you're all quite keen, very impressive Fairy Tail wizards. I knew this would be fun but never in my wildest dreams did I think it would be this entertaining. You annihilated the Jupiter Cannon, disposed of my elite Element Four, and you managed to bring my magic giant to his knees."

"Master Joze!" Erza exclaimed.

"This creep?" Elfman said in disbelief.

"He's Phantom's Master?" Gray asked, "He looks like jester not a master."

'_It's like there's a black cloud hanging over him,'_ Mirajane thought, _'I feel sick just being near him.'_

"Thank you, you've been so kind to entertain me, I simply must return the favor."

"You ready?" Gray asked Elfman.

"You bet."

"I'll return it at full."

Together they charged Master Joze.

"Ice Make: Saucer!"

"Beast Arm: Iron Bull!"

"No don't do it!" Erza shouted in fearful protest.

Master Joze blocked them using Dark Explosion and sent them flying.

"Elfman, Gray!"

He moved his arm again, engulfing them and Mirajane in a large explosion. Erza ran though the explosions, her armor and sword both reequipping to her Black Wing Armor. Master Joze dodged her sword and grabbed onto her wrist, whipping her around towards a large pile of rubble. Erza flipped over it and landed gracefully on her feet.

"Fascinating, you took a shot from Jupiter at full force did you not? And yet you're still standing."

"Only because my friends have filled my heart with strength, I will withstand any physical pain to protect the ones that I love!"

"Powerful, courageous, and exquisitely beautiful. Destroying you will bring me unbelievable pleasure!"


	7. Chapter 7

_I do not own __**Fairy Tail**__. __That would be __**Hiro Mashima**__.  
The __only thing__ that __**I own**__ is the __**story line**__._

* * *

Lucy dropped to the ground, shaking from all the pain that she felt. Every single muscle and bone in her body ached.

"You gotta sing better than that, too bad, your hearts just not in it," he chuckled, watching her try to catch her breath.

"Gajeel, hey hasn't she had enough? Besides the Master said he doesn't want her getting hurt or nothing."

"But what else am I supposed to do? I can't believe he's doing this, he leaves me to watch over blondie here, while he gets to have all the fun. Anyway, I'm just playing with my new toy," Gajeel said, obviously bored.

"Yeah, but if the Master catches you doing this we're all gonna be in trouble."

Gajeel's iron fist slammed into the guys face.

"Shut up! I know Master thinks she's important but she's just a piece of Fairy scum to me. Heh, even though she's a girl, she's still a wizard. She shoulda known what she was getting into when she joined the guild."

Lucy clenched her fists.

"You're taking this way too far man, let it go."

"Master's gonna lose it, isn't he?"

"Well then I'll tell him it was all your idea," laughed Gajeel.

"Please don't do that."

"I kind of feel sorry for her," Gajeel said as she shakily pushed herself up, "Her fellow guild members didn't even want her back till they found out her old mans loaded."

Lucy chuckled darkly as she leaned against the wall for support.

"Geez you're dumb, I can barely even believe it. It's just sad, I actually feel sorry for you."

"What? Did she really just say that?"

""This chicks talking smack to Gajeel?"

"Phantom Lord, huh? Ruler of the Spirits, oh please. You don't scare me at all. I've met the Spirit King, you aren't nothing like him," Lucy said, wiping blood from her lip.

"You shouldn't have said that," he said before slamming her into the wall again, "It takes some nerve to go running your mouth in a situation like this, Princess. I gotta admit you got guts."

He retracted his arm and Lucy dropped to the ground with a groan.

"Make some noise! But not this trash talking act you're putting on, I want screams. And if I don't start getting what I want, you're gonna be sorry."

"Then why don't you just go ahead and do it, finish me. Then you're gonna be sorry, just you wait."

"Yeah, who's gonna make me, I'm curious?"

"Fairy Tail," Lucy said strongly, giving him a cheeky grin, "They'd never let you get away with this. They take revenge, they'll never stop and if I were you I'd be watching my back from now on, cause the world's scariest guild will be after you. As long as you live!"

"So they're gonna come after me, huh? Sounds like fun!"

Gajeel laughed as he came straight down for Lucy, "What the-?"

Before Lucy erupted massive flames and from them came Natsu's fist, sending Gajeel backwards and away from Lucy.

"So I was right, I thought I smelled him here."

"It's Natsu…" Lucy said relieved, smiling at him.

"GAJEEL!"

"Guess it ain't too hard to catch a Salamander if you use the right bait, "Gajeel laughed.

"Unlike you Phantom creeps I watch out for my friends. I won't ever let you lay a hand on her ever again."

"Natsu…"

"Stay back, this could get ugly."

"Gajeel!"

"Stay back," barked Gajeel, "This one's mine!"

The right was on, Natsu sending him flying all around the room, creating crators in the walls.

"Fire Dragon Talon!"

"Woh!" Lucy said, dropping to her knees as she watched Natsu fight.

"Hey are you alright?" Happy asked as he rushed over to her.

Lucy hugged the blue feline, smiling.

"Is something wrong?"

"No it's just, I've ever seen Natsu like this…"

"Aye, he's more fired up than ever before, I wouldn't want to be that other guy," Happy then turned back to face her with a sly look, "You know cause he looooves you!"

Lucy huffed and rolled her eyes, but to Happy's surprise she didn't deny it.

"For being Fairy scum you sure are cocky."

"You're the scum here, pal," Natsu growled, "As payback for what you did to Lucy I'm gonna use my fire power to melt you ugly iron face."

Gajeel laughed and glanced over to Lucy momentarily before Natsu blocked his view, surprising her.

"Sounds like fun, so give it a shot!"

Natsu and Gajeel ran to one another. Every single kick or punch caused the other to slide backwards, until Natsu jumped away with a nice cut across his cheek.

"That's a pretty gnarly looking toy!" commented Natsu.

"This is the Iron Dragon Sword, anything it touches is cut to shreds. I thought I'd give you an up close and personal demonstration."

His right arm was an iron sword with gagged edges spinning around the blade like a chainsaw.

"Oooh, I'm so scared!" joked Natsu.

"How is he doing that?!" Lucy questioned.

"It's Iron Dragon Slayer Magic," Happy replied.

Gajeel forced Natsu onto defense, it was all Natsu could do in order to avoid that blade and keep him away from Lucy.

"Not so cocky now are ya, kid?" Gajeel teased, "I think you're scared."

They landed and Natsu glared at him.

"I'll give you credit for being such a nimble little Fairy."

"You're no slouch yourself."

"But we still got a score to settle from the other day. No time like the present, would you agree?"

"Let's go rivet face; I'm all fired up now."

'_As Dragon Slayers they both have the ability to take on the mythical creatures powers,'_ Lucy thought nervously, _'Which means that two wizards who are strong enough to slay dragons are about to duke it out right in front of me, I don't like where this is going.'_

A large magic circle appeared beneath Gajeel's feet.

"He's changing!" Lucy exclaimed as his skin became rougher and more metallic looking.

"Dragon Scales!" Happy said, just as surprised as Lucy.

"Iron Dragon Hard Fist!"

Natsu barely blocked his fists and was sent flying across the room into the wall, Gajeel laughing. She could see the blood running down his arm from where he had blocked the punch.

"Hearing you hit that wall was like music to my ears."

"He took Natsu down with just one hit," Lucy said worriedly.

"That's cause those scales of his fist are made out of steel," Happy replied, just as worried about his friend.

Natsu dropped to the ground just in time to avoid his kick.

"Is there seriously that much wind coming from his kick?" Lucy asked as she blocked the dust from her face while Happy held onto her leg.

"His attacks are twice as strong now that he's covered in those dragon scales!"

"Poor little Fairy, that had to hurt huh? Hate to break it to you, but your puny hand can't even scratch this steel."

Natsu pulled his hand back in pain.

"It's like he's got indestructible armor on," Lucy said.

"Natsu!" Happy cried.

"I'm fine! Ow!" Natsu reassured while rolling around on the ground from the pain, "It didn't hurt! Nope, not at all!"

"Yeah right…"

"Aye…"

"Cut the act punk," Gajeel said just before head-butting Natsu into the ground, "You just don't want your friends to see you cry like a baby!"

Natsu jumped away from him.

"Alright you talking garbage can, time to blow you away! Fire Dragon-"

"Iron Dragon-"

"What?!" Lucy exclaimed.

"He's got a breath attack like Natsu!" Happy said.

"ROAR!"

Without a second to spare, Happy's tail wrapped around Lucy's stomach and he flew up into the rafters to avoid the explosion the collision of attacks would make.

"Looks like there's some pretty big differences between fire and iron dragons, aren't there Salamander?" Gajeel said as the dust cleared, "You could shower me with flame attacks till you run out of hot air but it's not gonna crack my armor. On the other hand just one of my iron breath attacks can rip your puny body to shreds."

Lucy rushed forward and caught Natsu as he dropped down to his knees, holding him protectively, using her own body as a shield.

"I can't crack your armor, huh? You sure you ain't feeling a draft buddy?"

Lucy looked closer at Gajeel's face and smiled triumphantly at Natsu, "You did it!"

"Look, I don't just breathe regular old fire. The Fire Dragon's Roar can destroy anything it touches! I think it's time we stop playing around, let's get down to the real fight. I'm gonna shatter you into a million pieces!"

Natsu watched as Lucy quickly stepped aside, but not before he noticed that her hair ribbon was tied around his bleeding arm.

"They're amazing," she whispered.

"Let's go!"

"Black Steel I'm ready when you are," Natsu said.

"The sky's not big enough for two dragons, kid. So I'm just gonna have to take you down, Salamander."

The power of their attacks sent each of them flying through the roof and into the sky.

"They're flying!"

Gajeel and Natsu were moving so fast that you couldn't even see them, they looked like fireworks in the sky, until finally the pair crashed down through the roof.

"What? Hold on that's not fair! You're eating?!"

"So what?" Gajeel asked, mouth full of iron, "Now I've got a fire in my belly."

"Hey! That's my line, pal!"

"Wait a minute, where'd he get all this magic energy from?!" Lucy gasped in realization, running forward to Natsu.

"Lucy don't!"

"Iron Dragon Roar!"

"Shield!"

Happy watched in horror as the dust settled, Natsu held her protectively against his chest, back to Gajeel's attack.

"Just in time."

"You!"

"Skylar?" Lucy said relieved.

"Are you two okay?" she asked, her arms in the form of a large iron shield, looking an extreme amount like Erza's Adamantine shield.

Gajeel looked between the two blonde females, they looked almost identical, but their scents were completely different.

"Natsu-"

"I know, I'll keep her safe," he said before walking over to Happy.

"Who are you? How can you use Iron Magic?"

Skylar looked Gajeel up and down, completely enraged.

"I am Skylar Lynn, The Dragon Queen."

Gajeel stared at her in utter disbelief that this petite blonde was the woman the thousands rumors were about. Nothing else was said as the sounds of crashing filled their ears.

"Look over at your guild hall, we're doing some redecorating."

Through the gaping hole in the wall they watched as their guild crumbled to the ground.

...

..

.

..

...

**[(Flashback)]**

"_Woh, this place is huge! So this is a wizard guild, huh?" Skylar asked excitedly._

"_Yup, it's called Fairy Tail," Master Makarov replied._

"_Heh, that's a weird name."_

"_Yes, but you see. Nobody knows whether or not Fairies have tails or if they even exist, so it'll forever be a mystery. Unless we try to find out, which could become an amazing adventure and our members are the ones who would want to find out."_

"_I don't get it, but it sounds awesome!"_

* * *

"_Hey, what's your deal? You gotta problem with me or something?" Gray asked._

"_What if I do?" Natsu shot back._

"_Aaah, they gonna fight?" Macao asked._

"_No way," replied Wakaba._

"_Gray your clothes!" Cana called to him._

"_Ah man!"_

"_Geez, what a pervert," Natsu muttered._

"_Who you calling a pervert, pinky?"_

"_You, ya loud mouth streaked!"_

"_Well, feisty one, eh?" Master Makarov laughed._

"_He'll fit right in," Reetus agreed, watching as the scarlet haired female pried them apart._

"_What do you want some of this too man?"_

"_Don't do it!" Gray quickly said._

"_What total idiots…"_

"_But why me too?" Gray asked as him and Natsu felled from the wall._

"_You're not to fight, are we clear?"_

"_Yes ma'am!" Gray answered quickly._

"_Woh, scary."_

"_Hey kid, what's your name?"_

"_Natsu," he pouted, crossing his arms with a huff._

"_Natsu, huh? Let's get one thing straight. Everyone in Fairy Tail treats each other like family and this guild is like our home. It's not a place for fighting, do you understand?"_

"_Yeah," Natsu grumbled._

"_Welcome to Fairy Tail, I'm Erza."_

"_She's… mean."_

"_For real," agreed Gray._

* * *

"_You're a Dragon Slayer too? That's awesome!" she said happily as she jumped up beside him at the bar, "I'm Skylar Lynn!"_

"_Heh, pleasure to meet you Miss Dragon Queen, I'm Laxus Dreyar, Master Makarov's grandson."_

"_We're going to be great friends, okay?" she smiled, making him blush slightly._

"_Yeah, okay," he agreed._

* * *

"_So Skylar how do you like the guild?" Master Makarov asked._

"_I think it's great! I'm really glad we found it and I've learned a ton of things, so I wanna stay and become a member, like Laxus!"_

"_Like my grandson, you don't say?"_

_Skylar was beaming brightly, Laxus staring at her in disbelief._

"_What do you say Gramps, you gonna let the Dragon Queen join us?"_

**[(End Flashback)]**

...

..

.

..

...

"Hey Natsu, remember when you joined Fairy Tail, when you brought Lucy to the guild?"

"Your guild hall is in shambles, so how does it feel to lose?"

Skylar wiped the tears from her eyes and smiled.

"In my heart, the guild hall will never be touched. Now, you Gajeel Redfox, son of Metalicana shall face the true fury of The Dragon Queen."

"The Dragon Queen, huh? I guess I'll just have to knock you off your thrown first!"

Skylar stood her ground as he came from above, his sword ready to cut through her. She rose her arm and Lucy was surprised to see scales of iron show on her arm, making it completely impossible for him to harm her.

"I don't understand!"

Skylar's arm remained covered in iron scales and as she snapped fire appeared in her hand just like Natsu.

"I don't know how many more people you need to hurt before you're satisfied, but it ends here and now."

"There's no way, I can't lose, it's impossible. She's nothing more than Fairy scum!"

Skylar charged forward, "Fire Dragon Iron Fist!"

"I'm gonna make you pay for what you did to my friends, messing with Fairy Tail is the biggest mistake you've ever made!"

"The only mistake I made was not killing you sooner!"

Gajeel lept into the air and came down for Skylar.

"Oh great Dragon Generals: Apacaliptica, Igneel, Grandeeny, Zirconis, Skiadrum, Weisslogia! Dragon Queen-"

"Shit!" Natsu grabbed onto Lucy as Happy pulled the two up through the hole in the roof.

"ROAR!"

The entire building began to shake and crumble, sending Gajeel straight out the whole in the wall.

"Damn," muttered Natsu, smiling at Lucy, "She was really pissed off."

"Glad I'm not Gajeel," Lucy agreed, seeing him lying unconscious in a pile of rubble.

Skylar climbed up onto the roof and hugged the three tightly.

"Are you okay, Lucy? Natsu? Neither of you are seriously hurt or anything right?"

"We're okay," Natsu said, the pair helping each other stand steadily.

"Good, I know Erza is here somewhere but what I want is for you and Lucy to go down there and help out the others. I can handle Master Joze."

* * *

"My, what an unruly dragon you have."

"Heh, she may be unruly but she's also an extremely powerful wizard. In fact, I'd say she's almost as strong as Master Makarov," Erza said, raising her sword again.

"There's no need to be modest, Titania Erza. Your magic is just as spectacular as theirs, you're the first wizard whose ever been able to last this long against me in battle. Truth be told, we'd be more equally matched in power if you hadn't taken a direct hit from the Jupiter Cannon earlier today."

Erza smirked, chuckling softly, "Even so, I will defeat you."

Master Joze frowned at that but continued his speech as if she hadn't interrupted.

"You know what really irks me about Fairy Tail? The fact that there are so many powerful wizards like yourself who're allied with Makarov."

He rose a single pointer finger and Erza shot back into the wall.

"Since you can't be tempted to join Phantom there's only one way to change that… KILL YOU!"

Everywhere his five fingers pointed there was an explosion, it took everything that she had to avoid them all.

"That'll send the old coot into a deep despair. Imagine how he'll feel when he awakens to find his dear guild hall destroyed and his children dead and gone. He'd be lost, completely consumed by sorrow. Once he's been reduced to that miserable state I can swoop in and kill him!"

Erza leaned on her sword, trying to catch her breath.

"But first I'll make him suffer. I'll torture him until he has no choice but to wither and die."

Using Teleportation Magic he avoided all of Erza's attacks completely uninjured.

"As long as I can remember Phantom Lord has always been at the top. We have the most powerful wizards with the strongest spells, we also have more capital and more members than any other guild," his gaze narrowed, "However, recently Fairy Tail has begun to catch up and our position as leader is in jeopardy. The names Titania Erza, Laxus, and Mystogan became wildly known. Stories of Salamander spread across the land like wildfire. Now Phantom Lord and Fairy Tail are considered equals, the top two guilds representing this Kingdom. Hah, the thought disgusts me."

"Silence!" Erza shouted angrily, "So we're fighting for our lives because you've had a fit of jealously?!"

"Jealously? That's absurd; we simply wanted to prove to the Kingdom that we are the dominant guild."

"How could you?" she asked, "And for such a petty reason!"

The doors slammed open as Erza was caught in Master Joze's attack.

"Well I've never been particularly fond of your guild; my distaste for you is not what triggered this war. We were hired by the Heartfilia family to find his missing daughter."

"Lucy?" Skylar asked, making herself known, "What about Lucy?"

"The child of the Kingdoms wealthiest man is now in Fairy Tail. So Makarov's trying to buy his way to the top, isn't he?"

Erza screamed out in pain as she was held above the ground, Flash Stepping, Skylar was before Master Joze and his magic was dispelled which freed Erza.

"Who're you?"

Skylar licked her lips, "I'm your worst nightmare."

Skylar used her immense agility and actually managed to land a couple of blows on Master Joze.

"It's laughable how concerned you are about something as silly as your guilds ranking," Erza said, "But I'm even more amused by how incredibly misinformed you are about Lucy."

"What?" he shouted in frustration, his gaze unwavering as he looked between the two females.

"Lucy came to us as a runaway; she doesn't have access to her family's fortune. She rents a place for 70, 000 jewel a month, she works hard to make a living. She fights alongside us, she laughs with us, and she cries with us. She's no different than any other member of our guild! And she's why we're at war!" Erza proclaimed.

"She may be the daughter of the Heartfilia Family, but just as flowers don't get to choose where they bloom children don't get to pick their parents! You don't know anything about Lucy or the tears that she has shed!" Skylar added, fire on her fists.

Together they rushed Master Joze, weaving in and out of the explosions.

"Be gone, pest."

Erza watched in horror as Skylar collapse to the ground, taken out by a single attack.

"Heh, you can't finish me off that easy…" she coughed pushing herself back up, "I got a reputation to uphold."

"Shade Entangle!"

Ghosts rose from the ground, wrapping themselves around both Erza and Skylar.

"The more you struggle the more painful it will become," he chuckled, watching them both grit their teeth in refusal to scream, "You're not feeling very well, are you dears? You're gonna have to buck up because it's almost time. I want you… to make an appearance before your peers. Once they see their beloved Titania and Dragon Queen in such a pitiful state they're sure to surrender to us!"

"You're a despicable man!" Erza shouted as Skylar took her hand.

"Now, now, insulting me like that isn't going to help you or her situation… what are you doing?"

Erza looked to see Skylar chowing down on the ghosts holding them above the ground, Master Joze completely disgusted.

"I thought of something," she said with a full mouth, "Shade magic is basically shadow magic, right? I can eat shadows, so why can't I eat these ghosts?"

Erza watched her with the serious urge to face-palm, "I guess with that logic behind it yes."

The pair dropped to the ground, seemingly freed by Master Joze.

"M-my armor?"

Skylar watched as the chipped and broken pieces began to reconnect. Looking back a large grin spread across Skylar's face, there basking in white light was Master Makarov, floating down from the gaping hole in the ceiling.

"You have shed the blood of our children and that is unforgivable. They have been made to suffer because of the incompetence of their parents. We are both to blame Joze. This war between us have gone on long enough, let's end this here and now!"

Erza smiled at her beloved Master before realizing the situation. Mirajane, Elfman, and Gray all were in here unconscious and two of the Ten Wizard Saints were about to fight right before them.

"Come on, we have to get out of here!"

Skylar huffed and crossed her arms, "Aaah, but I don't want to go, I want to see them fight."

"I don't care, we have to get the others out of here."

Skylar carried Gray on her back, Erza carried Mirajane, and together they somewhat hefted / drug Elfman out of the guild.

"If we fight it could create a catastrophe."

"In order to save my guild I will gladly take that risk!" Makarov boomed.

* * *

'_I can feel their fear, the trees… the earth… the air… this is exactly why…,' _thought Porlyusica, "I HATE HUMANS! THEY'RE DIMWITTED! THEY HAVE TO IDEA HOW TO SOLVE A PROBLEM WITHOUT RAISING THEIR FISTS! YOU'R A NITWIT MAKAROV, I TRIED TO WARN YOU BUT OF COURSE YOU NEVER LISTEN TO ME!"

In her fit of frustration she knocked over her crate of apples, sending them in every direction.

"Mystogan…"

Sitting on the roots of the ginormous tree sat the mysterious masked man.

"Mind if I have this?"

"Heh, I wondered how the old geezer was able to recover so quickly. Now it all makes sense. When Makarov was hit with the Drain Spell you gathered his lost magic."

Mystogan remained silent, taking a bite from the apple.

"I never said you could eat that!"

"This war will be over soon," he replied.

"I'm not a proponent of any sort of violence. Even between loathsome humans, that being said aren't you one of Makarov's men? Don't waste your time here; your allies need your help."

The wind instantly picked up and clothes of dark purple and navy fluttered around through the trees freely.

'_Phantom's flags…'_ she thought, _'He must have over thrown every single one in the Kingdom!'_

Mystogan leapt forward from his seat on the roots and walked to Porlyusica.

"Make I take another apple for the road?"

"You are going to pick up this mess before you go right? Honestly, I'll never understand humans; they thirst for power and find themselves at war. They forget how much pain and sorrow it can bring. All that matters is their victory."

"I believe there is a way to save them from that pain and sorrow; it's a sacred light which guides us all…"

* * *

"It's been six years since we last came face to face. Then Phantom was number one and no one knew how large Fairy Tail would become, but now it's been reduced to rubble!"

"Our guild hall may have been destroyed but we're strong as ever!"

"I must admit, I'm looking forward to this. Although it's frowned upon by the Council, I can't wait to see who's the superior Wizard Saint."

"I'm impressed, you've got so much power at your command," Makarov complimented, having just blocked all of the attacks, "I can see why the Council named you one of the Ten Wizard Saints. However, your misusing that power for your own person gain. You could've become a role model for the younger generation. Instead, you've become a lesson in what not to do."

"What is this," taunted Master Joze smugly, "A lecture?"

"I have a rule that seems to work well with my Fairy Tail kids. I'll give you to the count of three to do exactly as I say. Kneel to me."

"WHAT?!"

"One…"

"So you want me to concede and kneel before? No way in hell!"

"Two!"

A ball of glowing golden light formed between Master Makarov's hands.

"Why would the Master of the top guild in this Kingdom ever stoop so low as to kneel before you? Technically we are equally powerful, but my ability to be heartless makes me even stronger!"

"Three."

"You are the one who should be kneeling before me! Now you and your precious Fairy Tail children are going to die!"

"Times up…"

"This is it!"

Master Makarov clapped his hands together and the blinding light began to spread throughout the entire room, "I invoke… Fairy Law!"

The light spread on forever, killing the shades still attacking Fairy Tail, it passed over Gajeel and Natsu, and warmed everyone straight to their core. As the light slowly dimmed and the sun shown down again, Master Makarov watched as Joze shook in fear, his long dark hair bleached white.

"You will never bother Fairy Tail again, understand? I'm sure the Magic Council will be watching us after all the chaos we've caused. You better be on you best behavior from now on, I know I will," Master Makarovs said before turning around and smiling, "Now you kids get outta here, okay?"

* * *

"WE BEAT PHANTOM!"

Natsu spun Lucy around excitedly, Happy flew into Mirajane's breasts and hugged her, Skylar and Erza shared a knowing look.

"Hey look!" Gray said, pointing up towards Phantom's guild hall.

"We are victorious, but I had very little to do with it. This victory is yours, my children!"

* * *

"So it's in ruins, they really did a number on it, huh," Master Makarov said as he finally joined the celebrating members.

"Master…" Lucy began, looking towards the ground, "I'm so sorry…"

"Ah child, you've been through a lot lately, but don't let it get you down."

"Yeah! Let's see a smile, Lucy!"

"Levy?"

"Yup, we're back," smiled the blue-haired girl.

"You're alright!"

"We beat Phantom so there's no reason for you to be sad. I'm sorry we had you so worried, Lucy."

"No, it was all my fault!" Lucy said, making Natsu frown.

"We heard about your secret, but there's not a single person in the guild who thinks you're to blame," Levy said.

"Lucy, though we may not be able to share our happiness and sadness entirely, we do share them to some extent. That's what happens in a guild. One person's happiness becomes everyone's happiness, one person's anger becomes everyone's anger, and one person's tears become everyone's tears. There's no reason for you to feel guilty so don't cry, you should already know how much everyone here cares about you," Master Makarov said as Lucy cried softly, "Hold your head high my dear because you are a proud member of the Fairy Tail family!"

Through teary eyes Lucy looked to Skylar, who smiled back and nodded in agreement with the Master.

"It just wouldn't be the same without you here, Lucy," Natsu laughed, wrapping an arm around her shoulders.

"Well I'm glad everything has worked out, I am worried about the Council. They'll be furious I'm sure. I hate to think it, but I might even be looking at… prison time!"

* * *

_About a week after we defeated Phantom they started rebuilding and everything seemed normal again, but it wasn't long before things suddenly took a turn for the worst. Confronted by the Ruin Knights, the Magic Council's army, they rounded everyone up and took us to a military post for extensive questioning. We had to endure a week of interrogations but everything seems to have blown over now. From what I can gather the Council had decided to make a ruling on Fairy Tail's punishment at a later date. But you don't have to worry about me mom, I don't think they're going to be too hard on us. All of the evidence, including eye-witness reports clearly shows that Phantom was the one who attacked us first. _

"Ow, man this ugly bruise hurts so bad…"

Lucy's gaze traveled up to the chirping birds nesting before her window. She watched with a sad expression before returning to her letter.

_You know mom, I can't help but wonder if Dad really was the one behind all of this. You don't think he'd go that far, do you? Now that I think about it… he would… without even giving it a second thought. I just don't understand why he's so desperate for me to come home all of a sudden. It's not like he ever cared that I was there before. Mom, he'd do it again wouldn't he? Use his money to try and control me. No… I won't let that happen. Not this time!_

* * *

"Ah!"

Skylar looked over her shoulder before bursting out laughing. Natsu lay squished beneath a large pile of lumber he'd previously been attempting to carry.

"That's what you get for carrying more too much, moron," Gray commented as he strutted by carrying less than Natsu had tried.

"What'd you call me?"

"You gotta problem?" Gray asked.

"Yeah, I gotta problem with your face!"

"Cut it out!" Erza scolded, hitting them both with a beam, "Get back to work! Now we've got a lot to do so nor more lolly-gagging."

She then gave a laughing Skylar a pointed look, who merely rolled her eyes.

"Aye…" they chorused.

"I wouldn't want to work for Erza," Droy said.

"Did she reequip into that outfit?" Jet asked.

"Even Master Makarov's hard at work," Levy added, seeing him in his giants form.

"Yeah!" Jet and Droy said together, "In a big way!"

"Hey boss, where do you want me to put this lumber?" Erza asked.

"Uh, over there."

"And now she's calling the Master boss?" they asked together.

"OW!" Gray and Natsu said, popping up from the ground, "That really hurt Erza!"

"You guys playing whack-a-mole?" Happy asked innocently, making Skylar start laughing again.

"Hate to say it," Macao began.

"But it looks a little too big," Wakaba finished.

"We figured we might as well expand the place, look! I've got the plans right here!" Mirajane said happily, holding a sheet of paper to her chest.

"Oh yeah?" Macao asked.

"I wanna see," Wakaba said.

"I liked it just how it was," Natsu claimed, Skylar nodding in agreement.

"What's it gonna look like now?" asked Gray.

The five gathered around the drawing.

"What the…" Macao started.

"Wow… that looks… great?" Wakaba tried to finish.

"Uh, so which way is up?" Natsu asked, Happy jumping on his shoulder.

"Man, these are the worst plans ever. What idiot came up with these," Gray questioned before frantically trying to make Mirajane stop crying, "Uh Mira, I didn't know it was you!"

"You made her cry," the four said together, adding to Gray's guilt.

"That's Gray for you," Happy added.

"I'm sorry, I'm such a jerk, I'm sorry!"

* * *

"Ah man, I'm starving," Natsu said, stretching.

"Aye."

"When's our lunch break?" asked Gray.

A whoosh of water shot between Natsu and Gray.

"What the?!"

"I'm soaked…" Natsu muttered, shacking his soggy hair.

"A lunch box!" Happy said wide-eyed.

"Where'd it come from?" wondered Gray as he opened it, gaping at the contents with uncertainty.

"Oh wow that looks pretty tasty!" Natsu said drooling.

"Woh that's awesome, your face looks totally edible!" agreed Happy.

"I can't eat this it's just too weird! And something's oozing outta the side!"

"I'll eat if for you," Natsu said.

"Don't blame me if you get sick."

"WHO SAID YOU COULD TAKE A LUNCH BREAK?!" Erza shouted before seeing the lunch, "Hey, is that supposed to be your face made out of veggies?"

"Aaaah!"

Gray sulked as Erza stabbed her fork into his veggie face and took a bite.

"Mmm, this is good. I could eat the whole thing," she said through a mouthful of food.

"Guess I should try it…" he grumbled, before his eyes began to twinkle, "It's great! It's so good I'd marry the cook!"

The three chowed down, Gray ignoring the fact that it was his face and that he had no idea where it had come from.

"Hey," Natsu suddenly said, "Either of you heard from Lucy?"

Their expressions became more somber, thinking about their blonde friend.

"Well, Skylar said she wanted some time alone, but I'm surprised you hadn't gone over there to see her," Erza said quietly.

"She's still probably soar from everything," Gray added, "I talked to Loki, he said she took a pretty good beating before Gajeel even took her to Master Joze."

"Maybe you three should go and see her then," Mirajane suggested as she walked over to them, "She's gone through something none of us understand entirely, but that doesn't mean she doesn't need her friends. Plus, I want you to deliver her this fresh food."

* * *

"Lucy!" Happy shouted.

"How are ya feelin'?" Natsu called excitedly, pushing open her window.

"Don't come in through the window," reprimanded Gray as he slide from the fireplace.

"Geez, didn't anyone teach you boys to use a door?" questioned Erza.

"Since when are you Miss Manners?" Natsu and Gray.

"For real," agreed Happy.

"Gah, what's the deal," groaned Natsu, crossing his arms.

"Normally she'd be all-"

"Get outta here!" Happy shouted in a mock Lucy voice.

"I wonder where she could be?" Erza asked.

"In the bath?" Gray wondered while walking over to the door, "I know I'm asking for it but it's gotta be done. Sorry about this-"

"Not here," Natsu said matter-of-factly, sitting in the tub.

"Where'd you come from? Get outta here would you!" Gray shouted in surprise.

"It seems as though she's not home."

"Way to state the obvious, genius," Gray muttered.

"It's just not the same without Lucy," Erza said.

"Nobody can yell like she can…" Happy gloomily said.

"I'm impression of her wasn't that bad," defended Gray, "It's not like yours was much better."

"Lucy?" Happy asked, ignoring Gray and pulling open a random draw from her dresser and gasping.

"Is she in there? EH!" Natsu said, staring into the draw.

"Yeah, like she would fit in a drawer… EAH!" Gray commented, steaming coming from his ears.

"Where do you buy underwear like this?" asked Happy nervously.

"That's underwear?!" Gray exclaimed, voice cracking.

"I've never seen anything like it," muttered Erza unsure if she should be appalled or embarrassed, "Where would you even wear that?"

"Family gathering?" suggested Natsu.

"Definitely not," chorused the others.

"Come on would you shut the draw already," squeaked Gray, trying to get his voice to normal.

"Lucy? Where you hiding," called Happy.

"Will you quit looking in weird places!" Gray groaned, aggravated with the blue feline.

"Eah!"

Happy toppled to the ground beneath of box full of unopened letters.

"Ouchy…"

"So many letters," stated Erza.

"And they're all still sealed," Gray noticed.

Plopping down on the ground, Natsu picked up one of the letters.

"Dear Mom, today was a very special day because I joined the Fairy Tail guild-"

"Hey man!" Gray cried, "Don't go reading her stuff!"

"I met this most beautiful wizard named Erza, she's really nice and cool, and I really hope we can become good friends. She always yells at Gray and Natsu because of their constant bickering…"

"Are all these letters addressed to her mom?" Gray asked.

"Looks that way," Natsu replied, "How come she never mailed them?"

"I found a note…" the three looked up to Erza who was staring uncertainly at the piece of paper in her hand, "Evidently Lucy left it for us… it says she's going home."

"WHAT?!"

* * *

**[(Flashback)]**

"_Look Daddy, I made a rice ball with your face on it! I made it special for you, Daddy. It's not good to work on an empty stomach," she smiled._

"_Mhm, I'm busy right now, come back later."_

"_Okay, I'm just gonna leave it here in case you get hungry. Today's special you know, it's my-"_

"_Lucy!" he shouted, swiping the rice ball from his desk, "Don't you ever listen? I told you I'm busy!"_

"_I'm sorry…" she whispered, turning to walk away, "U-uhm Daddy-"_

"_Stop being such a pest! I don't want to eat your silly rice ball, if I get hungry I'll call the Chef. Now go and study your business lessons and stop hassling me, you hear me?" he shouted after her as she ran away crying, "No more interruptions!"_

"_B-but Daddy! It's… it's my birthday!" she wailed before slamming the door sobbing._

**[(End Flashback)]**

...

..

.

..

...

It was s sobering feeling as she walked up towards the Heartfilia Mansion.

"Ms. Suppetto," Lucy called out, watching the elderly woman while she swept and hummed.

Tears soon began pouring down her cheeks and many others who worked inside the mansion rushed out to welcome her.

"Miss Lucy, the Master requests your presence in the study!"

Lucy's smiled faded as her gaze drifted up to the large bay window over-looking them, where she knew he was watching her.

'_His runaway daughter finally comes home and he sends a servant to request my presence? I see he hasn't changed,'_ thought Lucy.

Without any haste Lucy was whisked away to her old bedroom where maids began grooming her in preparation to see her Father.

'_I forgot about the dresses and how uncomfortable they can be,'_ she thought, _'It's been awhile since I've had to wear one.'_

"It's not too uncomfortable is it?"

"It looks like the sleeves may be a wee too short for you now, Miss."

"It's okay," reassured Lucy, before turning away from the mirror, "Well, uh, I should probably get going."

"Yes ma'am."

Lucy walked down the long hallways before she stopped before a pair of large oak doors.

"Excuse me, Father?" she called through the door, "It's Lucy, may I come in?"

"Yes, come in."

Taking a deep calming breath she walked into the study, her Father standing in front his desk with his hands behind his back.

"You ran away without even saying a word to me, how could you?"

"I'm sorry, I shouldn't have left without speaking to you. It was a poor decision on my part, one I now deeply regret."

"I'm glad you finally came to your senses and left that guild, a lady of your status shouldn't be affiliated with those roughens. I certainly wasn't looking forward to wasting any more of my money to have it eradicated," he said with a condescending tone, "You forced me to go to extremes, Lucy. I you hadn't acted so selfishly I wouldn't of had to lash out at your guild. You're the one who brought trouble upon your friends. It's better that you don't associate with them anyway. You're a member of the Heartfilia Family, you have nothing in common with those peasants. You come from a completely different world then they do, which brings me to why I wanted you home in the first place, dear. It's about our family. I have arranged you to marry Duke Swar, the Junelle Heir."

"Yes, I suspected that might be the case."

"Hmm, try to think of it as an investment in your future. Once you're married we'll have access to the Junelle Family's vast lands in the South, which will allow us to expand the Heartfilia Railway and bring in millions."

"I see."

"And I expect you to give birth to a baby boy. We need a Heartfilia heir. That is all for now, you may return to your room."

Lucy took another deep breath while her Father stood with his back to her.

"I'm sorry Father, but that's not going to happen," she said firmly, making his turn around to face her, "I didn't come here to make amends, I came here to stay my final goodbyes. I realize it was wrong of me to just leave without saying anything, it's a decision I've regretted every single day… and so I've come back to tell you exactly how I feel before I leave for good."

"Lucy," he growled.

"All the money in the world can't buy you happiness, I figured that out when I was a child. Finally I'm truly happy and I'm not gonna let you ruin it for me, ya here? I'm warning you, you better not mess with Fairy Tail ever again!"

Her Father watched in utter disbelief as she grabbed ahold of the dress and ripped the thin fabric from her body to reveal her corset beneath. Her eyes cold as she glared back at him.

"It doesn't matter that you're my Father, if you threaten us, we will crush you like any other enemy! It didn't have to be this way, you and I could've sat down together and talked things out, but now I can't trust you… cause you've hurt too many people I care about. I don't need fancy dresses, a big house, or lots of money to be happy. I just needed to be accepted for who I am and I'm not Lucy Lucy Heartfilia anymore," she said while walking away and waving over her shoulder, showing the insignia on the back of her hand, "I'm Lucy of Fairy Tail. The people there treat me like family, something you never did. It was so hard for me to leave this house, but only because I had so many fond memories of living here with Mom. I care so much about the people here too, but it's time for me to move on. I truly believe if Mom were still alive, she'd tell me to always be true to myself and do whatever makes me happy."

"Layla…"

"So this is goodbye… Daddy."

Without another word Lucy returned to her bedroom, changed back into her pants, then left. It wasn't long before she stood before her Mother's grave with a small bundle of flowers.

"Goodbye… Mom," she whispered, "I better get back before-"

"LUCY!"

Whipping around she gapped in shock as Gray, Erza, Natsu and Happy came rushing over.

"You're here?!" she exclaimed.

Happy flew straight into her breasts, tears falling from his eyes. Happy couldn't stop crying and refused to let go for quite some time while Lucy explained everything to them. Since they came to literally drag her back to Fairy Tail, they demanded an explanation.

"I'm sorry guys, I didn't mean to freak you out," she apologized.

"There's no ned to apologize, we shouldn't have jumped to conclusions," Erza said.

"Yeah we thought you were going back for good," Gray smiled, grabbing her hand.

"Happy here was crying like a baby," Natsu added, taking her other hand.

"You cried just as much as I did, Natsu," Happy shot back.

"Psh! No, I did not," he said, looking away from Lucy.

"Aaw, is someone embarrassed all of a sudden?" teased Lucy, also blushing.

"I gotta say, I'm kinda digging your home town," Gray commented.

"Me too, it's such a peaceful place," agreed Erza.

"Oh, it's not a town; this is just part of our gardens. The Heartfilia Estate goes all the way up to that mountain over there," Lucy frowned by their sudden expressions, "Huh, what's the matter?"

"Holy crap she's rich!" Gray exclaimed,

"And acts like it's nothing!" added Natsu.

"Two of our best soldiers are down," Happy said informatively, "Captain Erza what are your orders?"

"Wow… they sky is so beautiful…"

"We need a medic! Captain Erza has a screw loose!" Happy shouted.

"Ooppa!" Natsu and Gray said together

"Uhh…"

Lucy starred at them speechless before busting out laughing, unaware that each male stole glances at the ecstatic girl.

'_Mom, I know you're looking down at me from heaven smiling. You always told me to follow my dreams, so I'm sure you'd agree with my decision to leave. My friends are so special to me, I really couldn't be happier. Fairy Tail is my family now.' _


End file.
